Confidentiality or Non-Disclosure Agreements

A good well-constructed and clear Confidentiality Agreement is almost as important to an inventor as his/her invention and any subsequent patent application.

In fact, apart from that initial flash of brilliance drafting of a Confidentiality Agreement is often the very next step because it will allow the secrecy of the invention to be maintained while important technical and financial considerations are investigated. The Confidentiality Agreement secures for the inventor the ability to disclose the invention, in confidence (privately not publicly), to necessary parties, before filing a patent application. This means that invention’s novelty remains un-compromised.

A Confidentiality Agreement is simply an Agreement between an inventor and one or more parties. Here the inventor discloses sensitive information to the other parties who in turn are obliged not to make that information available to any unauthorized third party or to use that information for gain without consent of the inventor.

A copy of a Sample Confidentiality Agreement can be found by clicking the “printable version” below. Not all agreements are the same. Many are complex legal documents depending on the complexity of the information that is being disclosed and advice being sought. For a Formal Agreement please contact your IP professional or e-mail us at patents@piperpat.com and we will be happy to help you continue your journey.

Sample Confidential Disclosure Agreement  

Between:
[Inventor’s full name(or names if more than one inventor is involved) and address(es)] The DISCLOSER

and

[Other Parties - Individual or Company name(s) and address(es)]
The RECEIVER

As Witnessed by [Full name and address of the Witness ] {NB: the Witness may be any person who is of good character and is usually a secretary, PA or similar.}
The WITNESS

An Agreement was entered into and remains in force unless otherwise notified until [Date (3 months is a good starting point)]

A.	Wherein it is agreed by the above signatories that information pertaining to the invention and intellectual property of [Inventor(s) names ] relating to [short description of the invention being disclosed] whether oral, written or otherwise, supplied in the course or, as a result of, any meetings, discussions or collaborations is to be treated as strictly confidential by “the Receiver”.
B.	Wherein the information disclosed in part A is to be used by “the Receiver” to progress the mutual interests of both signatories and will include such aspects as product scooping or costing, product development, market evaluation or, as otherwise specifically indicated.
C.	“The Receiver” agrees not to use the Confidential Information in any way including the making or testing of any product or process forming the invention as disclosed other than as agreed in paragraphs A and B above.
D.	This Agreement applies to both technical and commercial information communicated by either party.
E.	At the End of the Agreement, or on request from either party, all documentation, materials and correspondence including all electronic information and all copies of such information is to be returned their original authors.
F.	It is to be understood that this Agreement, or the supply of information as referred to any one or all of above paragraphs A to E, does not create any license, title or other interest in respect of any Intellectual Property Rights which belong in the entirety to “the Discloser”.

Dated [Enter Date of Agreement]