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Confidentiality agreements

By John Rule.

One of the essential elements of protecting an invention is secrecy. It is vital that you do not discuss any part of your idea with anyone before applying for a patent to protect it. Disclosure (except under certain circumstances) is likely to render a later filed patent invalid and unenforceble because the disclosure may destroy the novelty of your invention. The person that you disclosed your invention to and other third parties could then go ahead and copy your invention with potentially serious financial consequences to your business.

Before discussing your invention or idea with anyone else if it hasn’t been protected by a patent application, and sometimes even if it has, you should have them sign a confidentiality agreement (also known as a non-disclosure agreement or confidentiality disclosure agreement). These are legally binding documents.

Reasons for disclosing your invention vary, from discussions with potential investors to detailed technical discussions with potential manufacturers, the information disclosed may differ. Although you can start with a standard confidentiality agreement (also referred to as a “boilerplate” agreement), consideration should be given to incorporating clauses which will specifically protect your idea, products and inventions given the particular circumstances of the disclosure.

You can discuss your inventions, ideas and designs with the attorneys at Coulson & Rule in confidence. We are legally bound and agree to keep the proprietory information that you disclose to us confidential. It is a good idea to map out your plans with one of our attorneys and we can prepare appropriate confidentiality agreements for you that include useful clauses to protect your present and future plans. Some circumstances which may need protecting by a confidentiality agreement include:

  • Negotiations with potential manufacturers.
  • Negotiations with potential financial backers and business partners.
  • Negotiations with potential co-owners and collaborators.
  • Contractors.
  • Employees (if not covered by their contract of employment).

Initial meetings with people and organisations may only involve enerally describing the benefits your products and inventions bring. Providing that you only discuss your products and inventions in very broad terms and do not disclose how it works or any of its technical features, then an NDA may not be needed. However, if you progress to more advanced discussions, where you need to convince a collaborator or investor to come on board and need to discuss the invention in more detail, then you should then have a confidentiality agreement put in place. If any specific details are discussed it is a good idea to have a dated record of what was disclosed at your meetings, preferably signed as an acknowledgement by the other party.

Please contact us on 01788 547 389 to speak to an attorney. Your first consultation with us is free of charge.

This news item may contain information of general interest about current legal issues, but does not contain legal advice.