nda -- legal guide: non-disclosure & confidentiality agreement (invention)

Legal Guide:Non-Disclosure &Confidentiality Agreement(for use with an Invention)

A Beginners Step-by-Step Guide forBusiness Owners, Beginners, andNon-Lawyers

Updated: March 18, 2010

NOTICE TO READER: The information in this article is a brief summary forinformational purposes only. It is not meant to be legal advice. If yourequire information or advice as it relates to your individual circumstancesyou are advised to consult with a lawyer.

Download Legal Forms:• USA: Confidentiality / Non-Disclosure Agreement• Canada: Confidentiality / Non-Disclosure Agreement

http://www.lawdepot.com/contracts/confidentiality-agreement/?pid=pg-JNYJBI64B4-generaltextlink&loc=CA

http://www.lawdepot.com/contracts/confidentiality-agreement/?pid=pg-JNYJBI64B4-generaltextlink&loc=US

Legal Guide: NDA / Confidentiality Agreement for use in: of 10Invention of Product or ProcessDownload: USA: NDA form Canada: NDA form

NOTICE TO READER: The information in this article is a brief summary forinformational purposes only. It is not meant to be legal advice. If you require informationor advice as it relates to your individual circumstances you are advised to consult with alawyer. E.&O.E. ©2010 CanadaLegal.com / Cusimano.Com Corporation

Table of Contents1. Introduction2. When is an NDA / Confidentiality

Agreement Used3. Basics of an NDA / Confidentiality Agreement4. Prepare an NDA / Confidentiality Agreement Now5. Next Steps6. Useful Resources Online

1. Introduction

In business matters, it is often necessary to disclose certain information toanother party to facilitate business. However, as an inventor, it is importantthat certain information regarding your invention be kept confidential.

However, you may be reluctant to disclose the information without someform of written agreement to protect the legal rights of the parties.

In addition, you may want certain information about your invention to bekept confidential to preserve any potential patent or other intellectualproperty rights that you may have for the invention.

The legal document used to protect your legal rights is a called a“Non-Disclosure Agreement” (also known simply as an “NDA”) or a“Confidentiality Agreement”. All these titles refer essentially to the sametype of document.

2. When Is an NDA / Confidentiality Agreement Used?

An NDA / Confidentiality Agreement is useful under any situation whereyou will need to disclose information to a third party that you consider as

Download Legal Forms:• USA: NDA form• Canada: NDA form


http://www.lawdepot.com/contracts/confidentiality-agreement/?pid=pg-JNYJBI64B4-generaltextlink&loc=UShttp://www.lawdepot.com/contracts/confidentiality-agreement/?pid=pg-JNYJBI64B4-generaltextlink&loc=US







confidential. This may include information about your business methods,client information, financial information, business proposals, potentialbusiness ideas, new product ideas, or anything else you consider isconfidential and you would like the recipient to not disclose to anyone else.

For example a NDA/Confidentiality Agreement would be useful in any ofthe following situations.

If you are an inventor, you may need to disclose information for a variety ofreasons including and discussions you may have with:

(a) potential investors(b) potential business partners(c) manufacturers(d) distributors or retail stores(e) other industry players(f) potential customers(g) marketing / promotional companies

3. Basics of an NDA / Confidentiality Agreement

An NDA / Confidentiality Agreement usually contains provisions with thefollowing basic elements:

1. Name of the parties

2. Date of the Agreement and the time period for the confidentiality

3. Obligation of recipient not to disclose the confidential information

4. Definition or description of what will be considered as “confidential”(e.g.: client list, or product, or potential business relationship)

5. Exceptions for certain information that is not considered confidential(e.g.: information that is already in the public domain and easilyobtainable is generally not considered to be confidential)







6. Legal rights and remedies available to the disclosing party in theevent that the recipient party discloses Confidential Information (e.g.:the disclosing party will have the right to obtain a court order to stopthe recipient party from disclosing the information).

7. General legal provisions

4. Prepare an NDA / Confidentiality Agreement NowYou can easily prepare an NDA / Confidentiality by filling in an online form.Click one of the following links then follow the instructions below whenfilling out the online form:

• USA: NDA form• Canada: NDA form

Section inonline form: Subsection Additional Notes:

Governing Law Generally, State / Province selected isthe where the disclosing party islocated

Choose formof agreement

You can choose “ConfidentialityAgreement” or “Non-DisclosureAgreement”. Practically, there is nodifference between the two. Choosethe label that you feel mostcomfortable using.

Form ofAgreement

Type ofAgreement:

You have several options to choosefrom. Select:2. Invention. Use this option if youhave invented a product or process.Proceed to Step 2b below.










Parties ProvidingInformation

Number ofInventorsProvidingInvention

Generally, you should only select 1unless there are multiple inventors, orthere is an individual inventor and acorporation that has some rights inthe invention.If there are multiple inventors, selectthe number of parties here.Alternatively, use a separateagreement for each party.

PersonProvidingConfidentialInformation

(usually theinventor)

Enter the name of each partyproviding or disclosing confidentialinformation – usually this is the“inventor”.Under certain circumstances, youmay wish to include a company nameand an individual name depending onthe nature of the confidentialinformation and who owns theinvention.It is important to enter in the fullproper legal name of the party and tomake sure that the name is spelledproperly without spelling errors.(a) For an individual: referenceshould be made to a legal documentsuch as a birth certificate, passport,driver’s license, or other governmentissue identification. The name on acredit card is usually not sufficient. Ifthe person usually multiple names,you may wish to enter the name in a








format as follows:“Bill Smith also known as WilliamSmith”(b) For a corporation: referenceshould be made to the corporation’sofficial incorporation certificate toobtain to proper full legal name of thecorporation.Be sure to enter the address of thedisclosing party. Try to avoid using aPost Office box. An actual address ispreferable. If an individual is reluctantto use their residential address, usetheir business address instead.Specify the type (individual orcorporation) and for individual, alsoenter the gender.

Number ofpartiesevaluating theinvention

Select the number of parties who willbe evaluating the invention.Even if the party evaluating is acorporation, you may also wish toinclude the individuals who will beevaluating the invention.

Parties ReceivingInformation

PersonReceivingConfidentialInformation

Enter the name of each party who willbe receiving confidential information.Under certain circumstances, youmay wish to include a company nameand also any individual namesdepending on the nature of theconfidential information. The purpose








is to prevent the individuals fromdisclosing the information under theircapacity as individuals.It is important to enter in the fullproper legal name of the party and tomake sure that the name is spelledproperly without spelling errors.(a) For an individual: referenceshould be made to a legal documentsuch as a birth certificate, passport,driver’s license, or other governmentissue identification. The name on acredit card is usually not sufficient. Ifthe person usually multiple names,you may wish to enter the name in aformat as follows:“Bill Smith also known as WilliamSmith”(b) For a corporation: referenceshould be made to the corporation’sofficial incorporation certificate toobtain to proper full legal name of thecorporation.Be sure to enter the address of thereceiving party. Try to avoid using aPost Office box. An actual address ispreferable. If an individual is reluctantto use their residential address, usetheir business address instead.Specify the type (individual orcorporation) and for individual, also








enter the gender.

Duty ofConfidentiality

Duties ofConfidentialitycontinue aftertermination

This section should be completed.Select the lowest time frame that isreasonably necessary to protect theinterests of the Inventor. The longerthe period chosen, the more likely thatthe period will not be enforceable. Assuch, you need to select a reasonableperiod depending on the nature ofyour invention.

Additional Clauses If there are any special obligations,promises, or text you want inserted,use this section.For example, the parties may want toinclude a provision that specifies theprocedure for disclosure: Forexample:“access to Invention will be providedonly during business hours at theoffices of the Inventor”or other provisions such as:“recipient shall be permitted toexamine the invention at its officesprovided it is not disassembled orreverse engineered and provided nophotographs, notes or recordings aremade.”

Execution Date Signing date If you know the date the document willbe effective, select it from the options,








otherwise select “unsure” and fill inthe date at the time it is signed.

witnessesrequired

Select “Yes” here, unless you have areason to dispense with a witness.In the event that a party to theagreement denies that they signedthe document, a witness can servethe purpose to testify that they in factthey were present and saw thedocument signed.A witness should be present and seethe party signing the document.If the parties are not signing thedocument at the same time or in thesame room, then separate witnessesshould be used for each party.

5. Next Steps

One you have completed the form, print out 2 copies and have 2 originalssigned and witnesses. One original should be kept in your records and theother original should be given to the other party.







6. Other Useful Resources Online

Downloadable Legal Forms:• Incorporate a company: • USA • Canada• Joint Venture Agreement: • USA • Canada• Partnership Agreement: • USA • Canada• Shareholders Agreement: • USA • Canada• Employee Agreements: • USA • Canada• Services Related Agreements: • USA • Canada





http://www.lawdepot.com/contracts/groups/business/?pid=pg-JNYJBI64B4-generaltextlink&loc=CA

http://www.lawdepot.com/contracts/groups/business/?pid=pg-JNYJBI64B4-generaltextlink&loc=US

http://www.lawdepot.com/contracts/groups/business/?pid=pg-JNYJBI64B4-generaltextlink&loc=CA

http://www.lawdepot.com/contracts/groups/business/?pid=pg-JNYJBI64B4-generaltextlink&loc=US

http://www.lawdepot.com/contracts/shareholder/?pid=pg-JNYJBI64B4-generaltextlink&loc=CA

http://www.lawdepot.com/contracts/shareholder/?pid=pg-JNYJBI64B4-generaltextlink&loc=US

http://www.lawdepot.com/contracts/partnership-agreement/?pid=pg-JNYJBI64B4-generaltextlink&loc=CA

http://www.lawdepot.com/contracts/partnership-agreement/?pid=pg-JNYJBI64B4-generaltextlink&loc=US

http://www.lawdepot.com/contracts/jointventure/?pid=pg-JNYJBI64B4-generaltextlink&loc=CA

http://www.lawdepot.com/contracts/jointventure/?pid=pg-JNYJBI64B4-generaltextlink&loc=US

http://www.lawdepot.com/contracts/groups/corporate/?pid=pg-JNYJBI64B4-generaltextlink&loc=CA

http://www.lawdepot.com/contracts/groups/corporate/?pid=pg-JNYJBI64B4-generaltextlink&loc=US

nda -- legal guide: non-disclosure & confidentiality agreement (invention)

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