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Loose Lips Sink Ships: a Non-Disclosure Agreement Primer

If a party has access to your company’s confidential information, you should consider having them sign a Non-Disclosure Agreement (NDA).  An NDA is a legally binding contract that prevents your employees, vendors, or customers from using confidential information you provide for their own purposes.  An NDA helps secure your company’s valuable business information and your intellectual property. 

For example, if you are keeping your intellectual property as a trade secret, you must make reasonable efforts to maintain secrecy of any confidential information.  Furthermore, in the U.S., a statutory bar prevents patenting an invention more than one year after the first disclosure to the public.  Even a simple disclosure outside of a NDA may start the one year period.  If international patent protection is desired, absolute novelty is required, meaning that there is no one-year grace period.

 Even when an NDA is signed, you should carefully evaluate the terms of the NDA and implement policies which conform to the contract clauses contained therein.  The NDA may state that only information marked confidential is covered by the agreement.  The NDA may exclude verbal disclosures that are not recorded in writing in a timely manner. 

 An IP lawyer can help you draft an NDA tailored to your needs, negotiate the terms of an NDA with a third party, and understand the terms of an NDA so that you can implement conforming policies.

Written by
Dan Cotman
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