"Consider this NDA!" (No Dumb Analyst)

Lots of talk suddenly going on about non-disclosure agreements, being signed or not, broken, ignored, rejected, whatever. And although there is mostly a mutual understanding that an NDA must be binding until it expires, for whom it applies, what the NDA covers, and so on, there is still a large gray zone about how NDAs are handled in daily life.

Non-disclosure agreements are an important contract between the provider of information and the receiver of that information, in my context, typically an IT vendor and an analyst. The use of NDAs, however, is often more than sloppy. I find myself in the middle of briefings, when I'm suddenly told in a side-comment "... and because we're under NDA here..." I really don't like those surprises and I typically reject that comment right there. An NDA must be agreed upon upfront in all instances, as it is very inappropriate to rattle on for an hour and finish with "oh, btw, everything we said, you can't use."

Some vendors do briefings with a slide deck that has a big NDA stamp or "XYZ Confidential" wording on every slide, regardless of whether the content is public information or not. For example, am I supposed to not use a public company's revenue figures, that I can pull from NYSE or NASDAQ, because some product marketing person put a silly disclaimer on a presentation? Clearly not. If in fact a presentation contains private information at the time of the briefing, I also need to know how long the embargo lasts. Some NDAs don't have any timeline attached, which legally means they are valid forever. In a situation of a pre-announcement briefing, that would clearly make no sense.

And then there are vendors that go NDA-crazy. They even extend the NDA to their own customers, demanding that the customer can not talk about anything related to the product and service provided by the vendor. Not surprisingly, those vendors don't want to talk to analysts either, unless every briefing is completely under NDA. This, of course, is complete nonsense. If anything I am told as an analyst can not be used in any client interaction whatsoever, that NDA-briefing is a big waste of time for everybody, and as such I will always decline those briefings. If a vendor does not want to tell me what I need, then it's clearly their decision and I respect that. An analyst will always get the required details from other sources (including from people that may even be breaking NDAs without knowing), so it's in a vendor's best interest to keep an open communications line, so the analyst isn't forced to obtain second-hand information.