When marketing your invention idea it is often necessary to discuss some aspect of it as you perform your research and search for interested parties. The best approach is clearly to divulge as little as possible, but sometimes interest can only be generated by providing more details. That is where a Non-Disclosure Agreement (NDA) comes into play.The general idea behind an NDA is to allow an inventor to discuss his pre-patent ideas with third parties without the risk of losing his intellectual property rights.
Why use an NDA
Revealing details or even general concepts regarding your invention idea without an NDA is legally considered a public disclosure. Once an idea is categorized as having been disclosed publicly, you must file for a patent within one year or risk losing all future rights to patent it.
Here are some additional interesting tidbits regarding NDAs:
- Generic NDAs are easily available and may cover you for casual use. However, to fully protect yourself it is recommended that you consult with a patent attorney.
- NDAs are enforceable by law in most states since they are considered legal contracts. Be sure to confirm the laws in your state before assuming an NDA will fully protect you.
- For various internal reasons you may find that larger companies refuse to sign your NDA. You may opt to have a specific NDA drawn up to address their issues by having your patent attorney contact their legal dept. directly.
When do you NOT need an NDA
Once you have filed for a patent your idea is legally protected and you may, at your discretion, begin marketing your invention without the need for an NDA. Of course it would be even better to wait until your patent has actually been approved.
What to include in an NDA
An NDA should be as black and white as possible. Gray areas should be eliminated and replaced with clear and explicit language in order to avoid misunderstandings. One of the best ways to enforce an NDA is to make specific individuals liable in case of disclosure. To do so, you must define at least the following:
- Include the names of corporate officers.
- Define what you consider to be confidential. There should be no question on anyone’s mind whether a given item can be discussed openly or not.
- Define what information can or cannot be divulged to third parties (suppliers, vendors, advertisers, etc.).
- NDAs operate within specific time frames. You can rarely enforce an NDA several years after it was signed. You may want to user your projected patent filing date as the closing date for your NDA.
As you can see, NDAs can clearly help you protect your intellectual property, but to do so they must be properly executed. It is always best to consult with a patent attorney to make sure your NDA provides the coverage you need and contains no hidden loopholes.
Feel free to contact us and we’ll be happy to provide you with our general NDA knowledge or we can recommend trustworthy patent attorneys whom we’ve worked with in the past.