Let me begin with an apology.

Typically, the conversation around Non-Disclosure Agreements (NDAs) surfaces at the very start of our interaction. If you’re going through this message, chances are this is among our first few exchanges, either with me personally or with my firm.

Admittedly, this is not my preferred way to kick off any partnership. It tends to set a somewhat adversarial tone, which is far from ideal. Interestingly, it’s this very emphasis on starting off on the right foot that informs my stance on the matter.

My take on protecting intellectual property in pre-contract collaboration:

1. Ideas Are Not Execution: We focus on bringing ideas to life, leveraging them for competitive advantage and emphasizing delivery over concept. One of my gifts is that I’m very fast at ideation, innovation, and conceptual implementation. Note: I would love to hear about your gifts too! Yet I believe that innovation’s true measure is not the idea.
2. So What Is Valuable to Us? We believe our ideas become more valuable when we add each stage to it: our strategic idea, the market validation of our idea, our demonstrated capacity to execute it, our intent and likelihood that we will execute it, our preparation for executing it, and ultimately the proof that we are executing it.
3. Share Ideas, Not Blueprints: We encourage sharing broad ideas rather than detailed plans to accelerate creativity and teamwork, avoiding innovation barriers and enhancing problem-solving. We prepare for both open collaboration and protected execution, recognizing the importance of adapting our strategies as needed.
4. We Encourage Independent Execution: If you find inspiration in our ideas and can bring your version to life, it’s a testament to effective sharing and teaching. We’re open to collaboration for greater impact, driven by an educational ethos aimed at improving the world. Success comes from the multitude of ideas we generate and pursue. 
5. Promote Collaboration to Innovate Faster: We advocate for open idea sharing to boost collaboration and innovation. This strategy expedites problem-solving and pushes the boundaries of what we can achieve together. Ultimately, it’s unlikely we will use the result of our idea sharing and innovative collaboration in the same way. If we do choose to execute our ideas together, then an NDA will make sense at that point.

Below are my reasons for opting out of signing generic NDAs on behalf of my Agency and my Education Company:

1. Complexity: The terms of protection in these agreements are often overly broad, vague, and unclear. This puts us in a difficult position, exposing us to extensive, undefined risks potentially lasting for years.
2. Potential for Misuse: The mere existence of an NDA can make us vulnerable to unnecessary and groundless legal action, regardless of our innocence.
3. Instability: Organizations evolve and ownership can shift. Despite mutual trust and respect, a change in ownership could subject us to new, unclear legal obligations, possibly under less favorable terms.
4. Ambiguous Remedies: Terms related to conflict resolution are typically too broad, forcing us to consent to outcomes that are hard to quantify. This means we expect the scope for negative outcomes is virtually limitless.
5. Disproportionate Risk: The imbalance between potential risks and rewards is significant. At worst, frivolous litigation could lead to ruin, both professionally and personally. At best, we gain a new client—a valuable outcome, indeed, but not one that justifies the potential costs.
6. Overlap: Given the number of clients and partners we engage with annually, there’s a high chance of thematic overlap among them. Broad non-compete clauses in many NDAs could inadvertently put us at risk of contract breaches. 

When it comes to agreements, here’s what we are open to:

1. Specific Intellectual Property: If your organization possesses uniquely defined intellectual property that we’ll encounter, we’re willing to consider NDAs with equally precise terms.
2. Strategic Partnerships: We value the importance of protecting the interests of strategic partners and are open to agreements focused on non-solicitation and non-recruitment.
3. Unique Situations: We’re open to discussions about any particular scenario that genuinely requires legal safeguards, provided it’s approached with a cooperative, mutually beneficial mindset.

Warm regards,

Jordan Bell
Chief Executive Officer
Agency Bell, LLC
Academy Bell, LLC