What Is a Non-Disclosure Agreement?
A Non Disclosure Agreement ( NDA ) sometimes called a confidentiality agreement
is used when you have an otherwise unprotected idea that you want to show to a
third party and you want the information you share with them to remain undisclosed
to other parties. You ask the other party to agree that they will not disclose
any information about your idea, except as permitted in the contract, and that
they will not compete with you by producing or selling your idea.
When Should People Sign A Non-Disclosure Agreement?
Before Business Partnerships or Alliances. Before sharing confidential information
with outside parties, request that they sign an NDA.
Before Employment. To ensure that employees understand their responsibility
in keeping your company's information secure, make employment offers conditional
on signing the agreement.
When Should People Sign A Non-Disclosure Agreement?
Once you have told anyone in public about your idea, the clock on your right
to patent that idea begins to run. You have a year to file for a patent. After
that time runs out, you lose the right to ever file for a patent on the disclosed
idea. An NDA prevents the clock from starting because you will not have told
the public about the idea since the parties signing the NDA are legally prevented
from telling "the public" about it.
How Good IS a Non-Disclosure Agreement?
A NDA is as good as the word of the person with whom you share the information.
Although you do have the legal right to enforce your NDA, legal fights can be
costly and take a long time to resolve. If you are proposing to talk with a
person or company that you don't know very well, ask to talk to other people
they've worked with in confidential situations before you tell them about your
idea.
NDAs do NOT apply in all countries. If it's important to you to have an NDA,
it's worth spending some time with a lawyer to make sure that it will apply
to your situation.
What If The Company I Want To Talk To Doesn't Sign NDAs?
Some companies and contractors refuse to sign NDAs as a matter of policy. Many
new ideas are similar to concepts they have already seen and companies may already
have something in development that's close to your idea. What should you do
when a company won't sign an NDA? Look at them carefully - could they have something
to hide?
Using these NDAs
You may download and use one of SME Outsources generic NDAs. One is a complete NDA while
the other is a simpler freelance employment NDA. Using the document as a guide,
you add your own information, being sure to customize it by editing, deleting
or adding terms to suit your unique requirements. Then, when it is completed,
ask your attorney to preview it before presenting it for a third-party's signature.
 Unilateral
Confidentiality Agreement
Employee
Non Disclosure Agreement
Note: These Legal Documents should not be used as a substitute for advice
from a qualified lawyer. It is our intent to provide members with basic non-disclosure
agreements. These are not to be mistaken as legal advice. In the event you utilize
any of the forms we provided, you use at your own risk and SME Outsource or providers
accept no liability. Therefore we strongly advise you to retain legal counsel
when drafting and before signing these binding agreements.
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