The Illusion of Protection: Why VCs Don’t Sign NDAs - And Why Founders Shouldn’t Expect Them To

Once in a while, a new founder asks me to sign an NDA before sharing their idea. They believe their idea is unique and the idea by itself is the moat - and without legal protection, someone like me with access, network, capital could easily steal, pass it along or back someone else to build it faster.

Their rationale is understandable - particularly in emerging markets, where intellectual property protection feels tenuous, and trust is a scarce commodity.

But I always decline to sign an NDA at an early stage.

Not because I don’t value confidentiality, or because I take ideas lightly. I decline because I take them seriously - seriously enough to be honest.

The truth is this: in early-stage venture, asking a VC to sign an NDA is not a safeguard. It’s a red flag. Not of dishonesty, but of inexperience. Asking a VC to sign an NDA can backfire. It’s not just that most VCs won’t sign one. It’s that they can’t.

Let’s unpack why.

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What’s in a Startup NDA Anyway?

At first glance, NDAs appear harmless -simple legal instruments ensuring confidentiality. Typically they may include three major things:

• Confidentiality – Don’t share what you hear.
• Non-compete – Don’t back anyone similar.
• Non-disclosure – Don’t use what you’ve heard, even unintentionally.

These clauses might sound fair, until you understand how venture capital actually works.

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Venture Capital Relies on Exposure to Many Ideas

A VC's job is fundamentally about pattern recognition. We don't just back businesses - we spot ecosystems forming, clusters of insight repeating, founders circling the same pain points from different angles. This means we routinely see overlapping ideas. Sometimes, two decks with the same product thesis land in my inbox within days of each other.

Now imagine if we signed an NDA for every one of them.

We’d be legally constrained from talking to other teams working on similar problems - even if their approach is entirely different. These constraints could rapidly compound, severely limiting my ability to support existing portfolio companies and engage new ones. It isn't merely inconvenient; it creates significant operational and ethical dilemmas:

• Operational Paralysis: Signing NDAs restricts VCs from freely advising their portfolio companies or exploring complementary opportunities.
• Legal Complexity: Potential inadvertent breaches increase risk exponentially, even in good-faith interactions.
• Reputational Risk: VCs navigate delicate trust ecosystems; inadvertent conflicts erode this carefully maintained credibility.

These are serious dilemmas, considering that we review over 1,500 decks annually and meet with over 300 of them. With so many collisions of theme and timing, NDAs become less about protection and more about paralysis.

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NDAs Can Create Conflicts with Existing Portfolios

Let’s say I do sign your NDA on Monday. On Wednesday, I find out one of my existing portfolio companies has quietly been building something similar. Now I’m conflicted:

• Do I disclose the conflict, thereby breaching confidentiality?
• Do I withdraw, potentially disadvantaging my portfolio?
• Do I maintain silence, risking reputation?

Each of these options creates risk - either legal, fiduciary, or reputational. The cleanest way to avoid that situation is to avoid the NDA altogether. That’s not evasion. It’s operational clarity.

And here's the part that often gets missed: an NDA doesn’t guarantee ethical behaviour. What protects you is reputation, not recourse. Most VCs with long-term ambition guard their name more fiercely than any clause in a document. Because in this business, trust is compounding currency.

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But What About IP?

Of course, not all information is equal. If you have defensible intellectual property - proprietary algorithms, scientific research, hardware design - there are moments when a narrowly scoped NDA becomes appropriate. But that moment usually arrives deeper into diligence, when capital is in play and both sides have something to lose.

Insisting on an NDA at first pitch, before there’s any demonstrated traction or relationship, signals misalignment. You’re putting legal protection ahead of trust-building. And that’s not how strong partnerships begin.

Ideas Are Overrated. Execution is the Game

I used to give founders t-shirts with that slogan to emphasize the point.

Too many founders overvalue the idea itself and undervalue the execution behind it. In reality, ideas are everywhere. What’s scarce is the capacity to operationalise them, adapt to market feedback, and build teams that ship.

Flutterwave wasn’t the first to build payments infrastructure. Paystack wasn’t the first to offer online checkout. Moniepoint wasn’t the first to build agent banking. Their edge wasn’t novelty - it was clarity, precision, and relentless iteration. That’s what made them investable. That’s what made them win.

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What Should You Do Instead

If you're at the idea stage, focus less on guarding information and more on communicating insight. Lead with your understanding of the problem, your earned intuition from the market, and your angle of attack. If the investor leans in, the depth of disclosure can increase. That’s a trust ladder, not a trust fall.

And if you truly believe someone will steal your idea, don’t send them your deck. NDA won’t stop a bad actor. What protects you is community, reference checks, and reputation within the ecosystem.

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The Real Risk Isn’t Theft. It’s Isolation

When you force an NDA into a first conversation, you might believe you're guarding your IP. But you’re likely just shutting the door on someone who could help you refine it, fund it, or introduce you to someone better suited to support it.

Early-stage venture is high-trust, high-ambiguity terrain. Legal protection has a role - but only after trust has been earned. Startups aren’t built on paperwork. They’re built on clarity, execution pace, and alignment.

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So next time you feel the impulse to lead with an NDA during the first conversation, pause. Ask yourself: Is this document shielding my idea - or signaling I don’t yet trust the room I chose to walk into?

If it’s the latter, maybe the real due diligence isn’t on the investor. It’s on you.

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About Author

Dr. Dotun Olowoporoku is the Managing Partner at Ventures Platform. He previously served as Chief Commercial Officer at Moniepoint, a high-growth fintech startup and new unicorn on the continent; and as Principal at Novastar Ventures, where he led post-Series A investments. Dotun’s career began as a Research Fellow in Bristol, England, shaping his investment philosophy. In 2012, he founded a successful food delivery platform. Dotun also hosts the "Building the Future" podcast and is a key influencer in the African startup ecosystem as an angel investor and board member.