Confidential Agreements/ Non-Disclosure Agreements

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Confidentiality Agreements

Non-Disclosure Agreements or Confidential Disclosure

Confidential Agreements are found in various corners of the internet. You will have to modify the agreements below to suit your needs. Confidentiality agreements come in many flavors. It is important to protect the inventor’s invention. Lawyers say that an open discussion where the people on the phone are brainstorming leads to added inventors who, because the information was not kept confidential from the contributors are now co-inventors with inventor’s rights.  Suppose the call is with the customer’s engineers and the engineer suggests a modification.  The engineer has just become a co-inventor.  If the confidentiality agreement is written properly with words like:

“receives the Confidential Information of INVENTOR, and CLIENT makes improvements to technologies described in the Confidential Information of INVENTOR or makes inventions based on the technologies described in the Confidential Information of INVENTOR, CLIENT agrees to grant and assign, and does hereby grant and assign, to INVENTOR or its nominee, CLIENT’S entire right, title, and interest in and to any such improvements or invention…”

Confidential Agreements Download Section

The University of Utah Publishes two short ones:

CDA-Two-way

CDA-Oneway

Here is another one from ilinventor.tripod.com/nda1.doc

nda1

The theory is that NDA’s provide protection.  Some say they do not provide protection.  See article http://onstartups.com/tabid/3339/bid/189/Startup-Reality-Distortion-3-The-Fallacy-Of-the-Non-Disclosure-Agreement-NDA.aspx

Some say they do provide protection.  http://corporate.findlaw.com/litigation-disputes/it-s-only-an-nda.html

Some have a policy of not signing NDAs.  Angel and VC investors frequently do not sign them.

There are two schools of thought about disclosing information.  One is to disclose as little as possible, even at the cost of a few sales.  The risk of theft is greater than the risk of insufficient sales to sustain the business.  This school is practical with home run inventions.  Otherwise, less than one out of one hundred inventions succeed in the marketplace. The other school is that the risk of not haveing sales trumps the fear of piracy and that details that could be risky are shared to increase the odds of selling the product.

Nearly all inventions fall into the second category if one considers that over 99% of them fail.

99.8% fail.  Only 3,000 patents out of 1.5 million patents are commercially viable. “In truth, odds are stacked astronomically against inventors, and no marketing outfit can change them. ‘There are around 1.5 million patents in effect and in force in this country, and of those, maybe 3,000 are commercially viable,’ [Richard Maulsby, director of the Office of Public Affairs for the U.S. Patent & Trademark Office], “Avoiding the Inventor’s Lament,” Business Week, November 10, 2005)  excerpted from http://www.inventionstatistics.com/Innovation_Risk_Taking_Inventors.html

Categories: Sales, Tools

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