Do NDAs Help to Sell Ideas? Evidence from 900 Confidentiality Agreements

Common wisdom suggests that non-disclosure agreements (NDAs) can help sellers safely disclose their ideas to potential buyers. However, buyers could potentially refuse to sign a binding agreement prior to disclosure, making them more likely to walk away from the transaction. Using data from an online marketplace for digital startups, I test the role of NDAs in facilitating idea transactions. I observe which sellers require potential buyers to sign a confidentiality agreement and the information disclosed by sellers after signing the NDA. I find that confidentiality agreements enable sellers to share more information: sellers who require NDAs from potential bidders are 24% more likely to share their profit and loss statements compared to those who do not. However, confidentiality agreements discourage bidder participation: requiring confidentiality agreements is associated with 29% fewer bids, making it 6% less likely that the venture will be sold. Overall, the results cast doubt on the effectiveness of NDAs in fostering idea markets.