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Posts Tagged: "confidentiality agreements"

What is a Confidentiality Agreement and Why are they So Important?

A Confidentiality Agreement, which is also known as non-disclosure agreement or simply as an NDA, is simply a contract between two or more parties where the subject of the agreement is a promise that information conveyed will be maintained in secrecy… These types of agreements are particularly useful when one is disclosing information that is valuable so long as secrecy is maintained (i.e., a trade secret), which can include both invention related information and business related information.

Invention to Patent 101 – Everything You Need to Know to Get Started

This page and website contain contain detailed information to help inventors on the road from invention to patent… Below are a sampling of inventor help links to specific patent and invention related information throughout our website. As you read these articles you will invariably come across links to other articles of interest, which you can and really should read. While I believe inventors should take the time to read all of the pages throughout IPWatchdog.com, I have gone through the IPWatchdog.com archives and created several “reading assignments,” which will hopefully make the task of figuring out where to start more manageable, and which will help get you started. I recommend you do them in this order (i.e., starting with Reading Assignment 1), but if you find something that you just need to know then by all means jump ahead. You can also visit our Inventor Education Archive as well.

Revisiting the Standard NDA After ZeniMax v. Oculus

ZeniMax offers useful insights for enterprises seeking to maximize the benefits of NDAs while minimizing the time and effort needed to negotiate them… Most technology enterprises are well-acquainted with NDAs. On the positive side, they recognize the importance of entering into NDAs with outside parties before disclosing confidential information, whether in the context of discussions related to potential commercial transactions, funding, or joint R&D projects, or for other purposes, such as to support product-related investigations or certification activities. On the negative side, enterprises commonly associate the negotiation of NDAs with cumbersome paperwork, obstacles, and delay.

How to Protect Intellectual Property in the Interviewing Process

During the recruiting process and job interviews, open dialogues and an exchange of ideas take place between the job applicant and the company. However, when intellectual property is involved, both employers and applicants must walk a fine line between building trust versus over-disclosure. Here are some guidelines every prospective employee and employer should know about intellectual property and the interviewing process.

Protecting a Trade Secret: Taking Precautions to Preserve Secrecy

Trade secrets are easy to protect, at least in theory, because all the law requires is that the owner of the trade secret take reasonable precautions to keep that valuable business information a secret (i.e., not known by the general public). What is reasonable will vary depending on the value of the business information, but keeping things such as customer lists in a filing cabinet in a locked office and stamping the file “Confidential” are relatively low cost efforts and should be employed by everyone seeking to protect information as a trade secret. Any other efforts you take are certainly helpful.

What is a Trade Secret?

A trade secret is defined as any valuable business information that is not generally known and is subject to reasonable efforts to preserve confidentiality. Generally speaking, a trade secret will be protected from exploitation by those who either obtain access through improper means, those who obtain the information from one who they know or should have known gained access through improper means, or those who breach a promise to keep the information confidential. While virtually every business has at least some trade secrets, they are quite fragile because they protect information and resources that are secret, which necessarily means that protection is lost if and when the secret becomes publicly known. For that reason, when other forms of intellectual property protection are available, such as copyright or patent protection, one should carefully consider the wisdom of relying only on trade secret protection.

A Provocative Idea That Turns Out to be Wrong

A very troublesome flaw in Talent Wants to be Free is that the author frequently conflates non-compete agreements with two other very common forms of employee restraints: confidentiality (or nondisclosure) agreements and invention assignments. As most practitioners can readily appreciate, there is a world of difference between the first one and the other two, and they typically are not joined in a single document. Non-competes stop someone from taking a job with a competitor, and their use is restricted in many places and illegal in a few, like California.

Moving from Idea to Patent – When Do You Have an Invention?

In order to protect an idea it must mature into an invention first. This means that you need to be able to explain to others how to make and use the invention so that they could replicate the invention after simply reading your description of the invention in a patent application. A patent application does not need to provide blue-print level detail, but rather it must teach those who have skill in the area you are innovating what they need to know to be able to carry out the invention. You also do not need to have a prototype, but you will need to be able to describe the invention with detail, providing sketches showing your inventive contribution. In order to get this far it is common for inventors to seek assistance from a product development company…

Protecting Ideas: Can Ideas Be Protected or Patented?

Unfortunately, despite what you may have heard from late night television, satellite radio commercials or snake oil salesmen, there is no effective way to protect an idea… If you get stuck in the idea phase don’t just throw in the towel. Many good many inventors will become stuck in the idea phase from time to time, so if that is where you are you are not alone. It may surprise you to learn that you just think you are stuck in the idea phase and you might actually have an invention without even knowing it yet… Many people will have great ideas, but what separates those who can turn their ideas into money from those who cannot is a strategy to define the idea enough so that it can become an asset that can ultimately be protected.

12 Year-End Considerations for Non-Disclosure Agreements

As the year quickly comes to a close, I recently engaged in some file cleanup. During this cleanup, it struck me that the most common type of agreement – by far – I worked on for my clients in the past year was the Non-Disclosure Agreement (NDA). While NDAs are no doubt considered “routine” or “standard” by practitioners and business clients alike, I suggest that each time you engage in the drafting and negotiating of one in the New Year, you actually question the forms you normally use by considering…

Justified Paranoia: Confidentiality Before and After Patent Filings

Just because getting a confidentiality agreement is difficult doesn’t mean that you shouldn’t try. There are those out there that are used to signing confidentiality agreements, such as manufacturers and engineers who you might need to work with to create engineering drawings or a prototype. Whenever you are showing your invention to someone within your industry or to those who would have the technical knowledge and ability to move forward with your invention without you, a confidentiality agreement is both essential and more likely to be obtained. Just don’t expect investors or potential licensees to be all that interested in signing a confidentiality agreement , at least at first. However, if they like what they hear it is not unheard of that at some point they might be willing to sign a confidentiality agreement. So there is many times a delicate dance where you show a little to entice the reluctant signer of the confidentiality agreement. As interest builds they may become more willing to sign.

Moving Forward Responsibly with Your Invention Idea

Once you have done as much as you possibly can on your own you might want to consider hiring an engineering firm to provide additional information and input to put your invention over the top. The thing to remember is that if the person or firm you hire provides information that relates to the conception of the invention they will be considered a co-inventor. As a co-inventor they have rights to the patent. In order to get the help you don’t want to give up rights to your invention. You will want to have an agreement in place keeping ownership of the patent rights if you seek assistance from someone else, whether they are a professional or not. You should also have a confidentiality agreement in place, unless you are speaking with an attorney, in which case a confidentiality agreement is unnecessary. We have some free sample confidentiality agreements you can use as you see fit.

Paranoia Power: Confidentiality Before and After Patent Filings

Inventions can be patented, but if you start telling others about your invention they could make and use your invention, which has immediate negative consequences for the patenting of the invention. Outside the United States most countries follow an absolute novelty standard, which means you need a patent application on file before any public activity associated with the invention. In the United States you would need to file a patent application within 12 months of public activity, such as a public use or offer for sale. Timing can be critical and keeping your mouth shut a very good strategy. But how much paranoia is too much paranoia?

Trade Secrets: A Valuable and Often Overlooked Asset

Trade secrets are a very important part of any intellectual property portfolio. It is not at all an overstatement to say that virtually every business has trade secrets worth protection, regardless of whether the business is run as a sole proprietorship, a small business or Fortune 500 company. This is true because any business information that is valuable as a result of being kept secret qualifies for treatment as a trade secret. Nevertheless, it may be better to say that every business has assets that could and should be protected as trade secrets, but the truth is that many companies, even large companies, fail to do so properly.

Protecting Ideas: Can Ideas Be Protected or Patented?

For goodness sake stop thinking that you will get rich by selling your idea to industry and sit back and collect royalty checks for doing nothing. If inventing were that easy everyone would be a filthy rich inventor! Many people will have great ideas, but what separates those who can turn their ideas into money from those who cannot is a strategy to define the idea enough so that it can become an asset that can be protected.