Secrecy and Non-Disclosure Agreements
So you have an invention or an inventive concept that you wish to sell, but before you can sell it to that large corporation you need to tell them about it first so they can evaluate it. In telling them, you fear that they will steal your idea or file for a patent in foreign countries so that you will lose valuable rights to your property. What can be done to prevent being ripped off ?
You have a prototype for an invention which you need to take to a machine
shop for a price estimate for a production run of 1000 pieces, but you are afraid that the
machine shop owner or one of his employees may steal or improve on your idea or make
harmful disclosures to a third party. What can be done to protect your rights?
Your invention is in the early stages and you do not have all of the bugs worked out yet, and you need to tell a consultant about a specific feature or aspect of your invention in order to obtain advice on a lowest cost configuration. What motivation exists for him to keep his mouth shut about your idea ?
You have a device which you are making but the process to produce the item is not generally known and your secret knowledge of it provides you with a distinct business advantage over your competition. Since your competitive advantage depends upon the secrecy of your processing and you do not wish to allow anyone to find out about it you must protect it somehow. How can you ensure that your trade secrets will be protected?
THE ANSWER TO ALL OF THESE QUESTIONS IS - A PROPERLY DRAFTED Nondisclosure or Secrecy Agreement
I think of Secrecy and Non-disclosure Agreements as a contract between two parties where a first party desires to receive information and/or tangible goods, and another party desires to provide information and/or tangible goods to the first party. Typically, savvy inventors use them when showing their products to potential purchasers of patent rights in inventions, with the hope in mind of having the potential buyer to not be able to use or disclose to third parties any information or tangible goods received under the Agreement. However, they also find use in protecting know-how, and technical information of all types, including Trade Secrets.
Drafting Secrecy and Non-Disclosure Agreements is an art in itself which should only be undertaken by a professional who is experienced in this area, typically an experienced state bar lawyer. We advise against the use of a form type of secrecy agreement, and believe that the facts of each case are different enough to warrant custom-drafting to fit the facts of each unique set of circumstances in the particular industry to which his invention is directed. Plus, sometimes laws change. One should never sign a Secrecy Agreement handed to them without at least consulting with someone experienced. Yes, it may cost you a couple hundred bucks now, but that is a lot cheaper than losing your hard-earned and valuable rights in your invention over some ambiguous or otherwise detrimental phrase a document one bought at an Office Emporium Box Store or grabbed off the internet because it looks impressive.
We have worked on literally hundreds of these, and have sources for having a Secrecy or Non-Disclosure Agreement drafted to fit every circumstance. Since most need not be overly complicated, the rates are usually quite reasonable.
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