It’s been several years since I last wrote about the reality that venture capitalists (VCs) don’t do Non-Disclosure Agreements (NDAs). And there are still entrepreneurs out there who don’t get it. But as much as logic might seem on their side… reality isn’t. Your secret sauce is not a secret if you disclose it to someone who is not legally bound to keep it secret. Today, a brief refresher on why VCs still don’t sign NDAs and what that means for entrepreneurs who are looking at VC as a source of risk capital.
There are two major reasons VCs don’t sign NDAs. First, they are in the business of reviewing new businesses, often seeing hundreds of them over the course of a year, many of which overlap in terms of technology, business model, markets, and value propositions. Second, entrepreneurs tend to think almost everything about what they are up to is a secret, and almost every secret is extraordinarily valuable. Put these two things together and VCs routinely see startup pitches that variously include elements from other startup pitches they’ve seen or will see, many of which the particular entrepreneurs will think of as their secrets even if they are not in fact secrets at all. So, VCs don’t do NDAs.
So, what’s an entrepreneur to do? The answer is pretty simple: don’t trust a VC with your secrets in the first place. Teasers, pitch decks, business plans...none of the materials shared with investors in the early stages of pitching a VC should include any proprietary information. Look at it this way: you can tell a lot about your secret sauce – how diners love the taste and presentation, that it is scalable, that making it uses widely available ingredients and common kitchen equipment, etc. – without disclosing the recipe. You can tell what you can do without telling how you do it.
Of course, the more spectacular your claim of what you can do, the more important it is to give some reasons why the VC you are pitching should believe you at least might be able to do it. But you don’t need to prove you can do it in the pitch deck and plan, only make the VC curious enough to want to find out if you can do it. That’s typically a function of giving a credible origin story, which is mostly a matter of establishing that the team that came up with the secret sauce has the kind of credentials to make their claim that they can do it at least plausible, if not convincing.
Remember, the purpose of the pitch deck, plan, and related materials isn’t to close the deal, it’s to get a particular potential investor curious enough to want to know more. That’s all about making what you claim you can do plausible, not proof positive. Keep that in mind, and the “VCs don’t do NDAs” rule shouldn’t get in your way.