A non-disclosure agreement, otherwise referred to as an NDA, is an important tool for protecting your intellectual property and trade secrets, and is something that all employers and companies should consider when they are dealing with patents and patent law. Although a patent protects your inventions or products, it is still beneficial for you to keep the specifics of your patented invention to yourself. When your company begins to grow around your patents, or if you are a major company that holds multiple patents, you will need to consider having your employees sign a non-disclosure agreement to protect any of your secrets from being leaked to other companies.
What Does a Non-Disclosure Agreement Protect Against?
An NDA can protect you in many different capacities, but all related to the protection of your private information. It is a legally-binding agreement between you and your employees that states they understand and agree to comply with all of the terms of the non-disclosure agreement, which will include all private and sensitive information that would cause issues if they were to be shared with your competitors or the general public. An NDA does not protect you against an employee disclosing illegal activities as a whistleblower.
Protect Sensitive Information
Fundamentally, an NDA protects your sensitive information from being shared. There are many reasons that you would want this, from early leaks of new product development, to possible insider trading issues if upcoming business dealings are disclosed. By using an NDA, you are able to clearly show your employees what they are not able to share, and guarantees legal repercussions if they fail to keep their end of the agreement.
Help to Hide Patent Information
If you are working on a new product that uses certain patents, and you would like to keep a competitor from using that information to create a competing product before you are able to go to market, an NDA will help limit any flow of information with regards to private projects and secret product developments. It is especially helpful in regards to patent law when you are developing an invention that you have not yet acquired a patent for. In this case, if your information were to leak, another party could replicate your idea and claim prior art when you make your filings public.
Outline What Is Private and What Is Public Information
For the sake of your employees, an NDA will help them understand what they can and can not disclose to friends, family, or the general public. You are able to create as loose or strict of an NDA as you see fit for your project (with certain limitations), but most importantly, you give your employees a resource to understand what they can discuss. When this is made clear, you are reducing the possibility of accidental leaks, and will put your employees at ease when they know exactly what is allowed and what is not allowed.
What Goes Into a Non-Disclosure Agreement?
The basic elements of an NDA are as follows:
- Definitions of confidential information
- Definitions of non-confidential information
- Time limits of NDA
- Provisions to the agreement
Once you and your patent attorney are satisfied that you legally address each issue that you need to remain private, you can then bring your NDAs to any employers, contractors, consultants, or associated parties to ensure that your information is kept private and that your company can remain competitive without worrying about leaked patent information.
Can The Patent Professor Help With Non-Disclosure Agreements?
If you are seeking legal help to develop an NDA regarding existing or upcoming patents, The Patent Professor will be able to work with you to outline exactly what needs to be protected. Once we draft your NDA, you will have a legal document to present to everyone involved in your project that states their restrictions clearly and completely. Contact us today to begin drafting this essential tool for your company.