March 5, 2019

Non-Disclosure Agreement

Discussions with potential manufacturers, designers, licensees or investors can be helpful when trying to commercialize your invention. However, publicly disclosing your invention can prohibit you from filing a patent application.  In addition, disclosing your invention may allow someone else to file a patent application or use the disclosed information.  For example, they may be able to make the invention or compete with you using your information.  To help limit the risk that your proprietary and confidential information will be used against you, it is helpful to have a signed agreement before a meeting which will prevent any use or disclosure of your information. The agreement can also layout what information is considered confidential, what can be disclosed and for what purpose it may be disclosed.

Non-Disclosure Agreement

Non-Disclosure Agreement or NDA can protect information

A Non-Disclosure Agreement can protect information which is disclosed to another party from disclosure. A well written NDA can protect information from use by the other party and maintain ownership and the right to file a patent application on any inventions covered by the confidential information.

A non-disclosure agreement (NDA), also known as a confidentiality agreement (CA), confidential disclosure agreement (CDA), proprietary information agreement (PIA) or secrecy agreement (SA), is a legal agreement between at least two parties that outlines confidential material, knowledge, or information that the parties consider to be confidential and protected from disclosure by the parties.  An NDA can prevent a party from using or disclosing your information and can layout what will happen if the parties do disclose the information without permission.  It also helps to maintain the information confidentially, which will allow you to still file a patent application on any invention which is described or disclosed in your meeting.

Top Tips for a Non-Disclosure Agreement include:

  • Identify what information is confidential
  • Identify what format the information is to be transmitted to the other party, if oral, document in writing
  • Identify permitted uses of confidential information
  • Identify what information is not-confidential
  • Identify how long the information is to be kept confidential and if terminated, what happens to information
  • Identify what happens if there is a breach of the Non-Disclosure Agreement
  • Make agreement mutual, if both parties are disclosing information.  Unilateral, if only one party is disclosing.
  • Make agreement flow to any party who has access to the confidential information
  • Maintain ownership of any information, processes, inventions and discoveries

If you would like help with an NDA or Confidential Disclosure Agreement, contact one of our attorneys.