NDA Posts

Matt Mireles, Founder of SpeakerText:

“More than anything, being secretive, being stealth and making people sign NDAs up the wazoo sends a message that you don’t trust them, that you think they might fuck you. And when people get that vibe, they assume (consciously or not) that you yourself are not trustworthy, that you might fuck them. This is not the message you want to send to people you’re gonna ask to commit to a journey filled with hardship and that will probably fail.

“As they say, you want missionaries, not mercenaries.”

Read the rest of Hiring & The Benefits of Radical Transparency to learn how Matt inspires people to join SpeakerText.

Related: Our posts on NDAs.

“I know plenty of VCs that behave the way I do and plenty that don’t.”

Brad Feld, on keeping decks to himself

Summary: A deck can help you get a meeting but it can also get in the hands of the competition. Whether you send a deck depends on who wants the meeting most. If you want the meeting more than they do, provide what they want. If they want the meeting more than you do, provide what you want. Finally, keep your secrets secret.

In What should I send investors?, we suggested sending investors a deck that describes your business plan. A reader subsequently emailed us and asked:

“Do I really want my business plan floating out there in venture land? What if it gets to my competitors? Is it safe to send my deck to investors?”

First, focus on executing your idea so you can make it public instead of focusing on how to keep it private. Second…

There are pros and cons to sending a deck.

We can’t tell you whether you should send a deck. At times, we have sent decks and, at other times, we have avoided sending decks. There is no right answer but there are pros and cons that you can consider as you make your decision.

The pro is it might help you get a meeting.

The first con is it can lower the effectiveness of your electronic pitch. Sometimes less is more. If you’ve got a great elevator pitch and introduction, do you need to send a relatively long document filled with arguments that are better delivered in person?

The second con is…

Your deck can get in the hands of the competition.

In Spice Girls VC, Rich Skrenta writes:

“So one day a few years ago I’m sitting in a VC’s office having a chat. I had a few ideas rattling around in my head but the VC had his eyes on a then-current space which was hot. He tossed a business plan for one of the leading startups into my lap.

“Where’d you get this?” I asked.

“They gave it to me.”

“He went on to talk about how he wanted to launch a company into the space as well…”

Your deck probably won’t get in the hands of the competition, but you should assume it will.

An investor’s handwritten notes can also get in the hands of the competition. And if an “evil” investor cares enough about your company to email your deck to the competition, he cares enough about your company to schedule a meeting and take notes.

Send a deck if you want the meeting more than they do.

Whether you send a deck depends on who wants the meeting most. Use this simple test:

If you want the meeting more than they do, provide what they want.

If they want the meeting more than you do, provide what you want.

It all comes down to who has the most leverage—that’s it. And leverage comes from traction. Traction speaks louder than plans.

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Keep confidential things confidential.

If you do send a deck, keep confidential things to yourself. In What should I send investors?, we wrote:

“Write “Proprietary and Confidential. Please do not distribute. Prepared for Blue Shirt Capital,” on the cover of your deck (some companies write it on every page). Investors are less likely to forward it if their name is on it. And ask any recipients, in writing, via email, to kindly not distribute the deck outside their firm.

“And if you must keep something absolutely confidential, don’t email it to investors and don’t mention it in person. Investors often look at several similar companies at once. Your plans probably won’t get to your competitors, but you should assume they will.”

Finally, you might want to try the private sharing feature on SlideShare. Please leave a comment if you do, we haven’t tried it yet.

Related: Are Watermarks on Presentations Useful?

mug_skrenta_s.jpgRich Skrenta, a founder of Topix and the Open Directory Project, recently wrote about Spice Girls VC:

“So one day a few years ago I’m sitting in a VC’s office having a chat. I had a few ideas rattling around in my head but the VC had his eyes on a then-current space which was hot. He tossed a business plan for one of the leading startups into my lap.

“Where’d you get this?” I asked.

“They gave it to me.” [A commenter suggests never sending decks to investors. At least write “Proprietary and confidential. Do not distribute,” on any collateral you send investors. And ask any recipients, in writing, via email, to kindly not distribute the deck outside their firm.]

“He went on to talk about how he wanted to launch a company into the space as well, and I’d be a great VP Engineering. He said he knew a guy with some technology who could be CTO, had a VP Marketing in mind, and then we’d just need a world class CEO to round out the band.

“I formed a theory that the process of seeking VC ended up calling your own competitors into existence. You’ll meet with many more VCs than the 1-2 who end up funding you. But after seeing a company or two get funded in your space, the VCs who passed or weren’t able to get in decide they want to have a bet in the space too. Fortunately they have the benefit of having heard your pitch and the opportunity to personally grill you at length on your approach. [Compare to Farbood’s thoughts on the benefits of meeting VCs.]

“But doing the Spice Girls or N’ Sync thing to put a startup together can be tricky. Startup founders can be so cranky/eccentric.”

Rich Skrenta’s blog is great (a few classics: 1, 2, 3). I would personally guess that the main source of startup competitors is market readiness, not Spice Girls startups.

Summary: Don’t send long business plans to investors. Don’t ask for NDAs. Don’t share information that must remain confidential. Understand that investors care about traction over everything else.

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In Parts 1 and 2 of ‘What should I send investors?’, we covered the elevator pitch and deck. In this article, we present a few dos and don’ts of sending collateral to investors.

Don’t send a business plan.

“Nothing slows down a VC as much as a comprehensive business plan.”

David Cowan, Bessemer Venture Partners

Don’t send a 50-page business plan to investors. Nobody reads them and nobody executes them. Investors who want a long plan look bad—so do companies that generate them.

The milestones slide of your deck summarizes the company’s plan for the next 1-3 quarters. Document your detailed plans on a napkin, wiki, spreadsheet, deck, to-do list, or whatever. Share it with investors sometime around your second meeting and make sure they generally agree with your plan.

But don’t send investors a 50-page sales pitch that you call a business plan—an elevator pitch and deck are sufficient. You don’t need an executive summary either—an elevator pitch and deck are sufficient.

Don’t ask for an NDA.

“Because of the large number of business plans… that we review, and the similarity of many such plans… we cannot accept responsibility for protecting against misuse or disclosure of any confidential or proprietary information…”

Sequoia Capital

Getting an NDA from professional investors is almost impossible. It can happen (like a rainbow!), but you shouldn’t bother.

Investors don’t sign NDAs because they don’t want to get sued over them. Competing companies tend to get started at the same time because the market timing is right. Investors don’t want you to sue them if they fund your competitor—so they don’t sign NDAs. Read Why Most VC’s Don’t Sign NDAs by Brad Feld to learn more.

Asking for an NDA creates a barrier to getting funded—aren’t there enough barriers already? And this barrier is insurmountable: your request will be declined or, worse, ignored because you haven’t done your homework.

Accept the fact that your elevator pitch and deck will contain information that you don’t want printed on the front page of the Wall Street Journal. Fortunately, they won’t get that far.

Write “Proprietary and Confidential. Please do not distribute. Prepared for Blue Shirt Capital,” on the cover of your deck (some folks write it on every page). They’re less likely to forward it if their name is on it. And ask any recipients, in writing, via email, to kindly not distribute the deck outside their firm.

And if you must keep something absolutely confidential, don’t email it to investors and don’t mention it in person. Investors often look at several similar companies at once. Your plans probably won’t get to your competitors, but you should assume they will.

Traction rules. #

“Do whatever is required to get to product/market fit. Including changing out people, rewriting your product, moving into a different market, telling customers no when you don’t want to, telling customers yes when you don’t want to, raising that fourth round of highly dilutive venture capital—whatever is required.”

Marc Andreessen

Whether they’re reading an elevator pitch or listening to a presentation, investors care most about actual traction in a seemingly large market.

If you have incredible traction in what seems to be a large market, you can raise money no matter what the product and team look like—although a good product and team will improve your terms.

If you don’t have incredible traction but the market seems large, your product and team are both critical to raising money.

If the market doesn’t seem large to them, investors won’t care about your product or your team.

Traction is demonstrated profit, revenue, customers, pilot customers, or users (in order of importance), and their rates of change, and the rates of change of the rates of change, and the rates of change of…

Read The only thing that matters by Marc Andreessen to learn more. Also see Brendan Baker’s post on traction.

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