How to Protect Intellectual Property Rights
Prepare to draft your agreement., Define the information you want to keep confidential., List all information that will be excluded., Explain the obligations of the person who receives your confidential information., State how long the agreement...
Step-by-Step Guide
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Step 1: Prepare to draft your agreement.
A non-disclosure agreement enables you to share your intellectual property with others while still keeping it secret until you're ready to launch it publicly.
Once signed, if someone discloses information covered under the agreement, you can sue them for damages.If you have trade secrets or other information that you need to share with someone to do business with them, a non-disclosure agreement can ensure that they only use your information for the reasons you authorize and don't tell anyone else about it.For example, if you have invented a new tool and need to find manufacturers, you will have to reveal details about your tool so they can provide estimates on the cost of manufacture.
You can use a non-disclosure agreement to make sure they don't steal your idea and make their own tool that copies yours.
Non-disclosure agreements also can protect sensitive information that may not be eligible for copyright, trademark, or patent protection.For example, you may have information such as client lists that give you a competitive advantage in your industry.
Although that information wouldn't meet the qualifications for protection under U.S. intellectual property law, a non-disclosure agreement can keep it safe.While you can draft a general agreement for multiple uses, the same agreement may not work in every context.
For example, if you are a small business owner you may have one agreement for your employees and another agreement for other businesses such as manufacturers or distributors.
Your agreement may be one-way or mutual, depending on who is receiving the information.For example, you may need a one-way agreement for employees who likely won't be sharing their own confidential information through the course of their employment.
However, you may want a mutual agreement if you are working with an advertising firm to develop a marketing strategy, since the firm also will be sharing its intellectual property with you. -
Step 2: Define the information you want to keep confidential.
Your agreement should outline specifically the types of information you expect the other person to keep confidential.
Your description should be broad enough to encompass entire categories of information or ideas, but not so broad or vague that it's difficult to determine if any particular document or item should be kept confidential.For example, if you are a smartphone application developer, your agreement might state that all programming code, infrastructure, and design are confidential.
In the event of a breach, specifics typically are easier to prove than general categories; however, you don't want to accidentally exclude something by leaving it off the list.
Ideally, you should have a general category, and then provide as many examples of things covered by that category as you can following the words "including, but not limited to." This section of your agreement may run several paragraphs or even several pages, depending on the context of the confidential relationship and the amount of information you're sharing with the person., Some information, such as information the other person already knew before working with you, cannot be included in a non-disclosure agreement.Since exclusions basically are established by state law, you may need to do a little research to determine exactly what information must be specifically excluded from the agreement.Generally, you must exclude information that is common knowledge in your field.
You also can't cover any information that the person already knew, or learns from another source.If you have questions or concerns about whether you must exclude certain information, you should consult an attorney before you have anyone sign your agreement. , Non-disclosure agreements typically include a general statement that the person who receives the information covered by the agreement must keep it in confidence and limit its use.If you want to require any particular actions related to your information, they should be included in this section.
For example, you may want to restrict the copying of confidential information, or not allow confidential materials to be removed from your office. , You must choose if you want the agreement to last for a period of time or until a specific date.
This portion of your agreement also should state the date the agreement will go into effect.
If you intend the agreement to go into effect on the date it's signed, simply state that.
However, if you have the person sign the agreement in advance, the start date should be included in the agreement itself.
Five years is a common time period for non-disclosure agreements, although you can make your agreement last longer or even indefinitely.You don't have to list a specific period of time.
Depending on the information covered by the agreement, certain events may render confidentiality irrelevant.For example, if you are seeking funding to develop an invention, you may have potential investors sign a non-disclosure agreement so you can reveal enough detail about the invention that they can decide whether they want to invest.
That agreement may last for a specific period of time, or until you file a non-provisional patent application (at which point information about the invention would become publicly searchable)., Most agreements close with a number of miscellaneous provisions discussing the consequences of breach of the agreement.
These provisions are often referred to as "boilerplate" because they apply to any sort of agreement.
Generally, they concern which state's law applies if the agreement is breached, how damages will be determined, and whether attorney's fees will be included.If you have a copy of an agreement you used for a different purpose, you may be able to simply copy the miscellaneous provisions from that contract. , Before you reveal any of your protected intellectual property, have them review and sign your non-disclosure agreement.
Once you both have signed the agreement, it becomes legally binding and a confidential relationship is created for the agreement's term. -
Step 3: List all information that will be excluded.
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Step 4: Explain the obligations of the person who receives your confidential information.
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Step 5: State how long the agreement will remain in effect.
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Step 6: Include any miscellaneous provisions.
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Step 7: Get signatures from anyone working with you.
Detailed Guide
A non-disclosure agreement enables you to share your intellectual property with others while still keeping it secret until you're ready to launch it publicly.
Once signed, if someone discloses information covered under the agreement, you can sue them for damages.If you have trade secrets or other information that you need to share with someone to do business with them, a non-disclosure agreement can ensure that they only use your information for the reasons you authorize and don't tell anyone else about it.For example, if you have invented a new tool and need to find manufacturers, you will have to reveal details about your tool so they can provide estimates on the cost of manufacture.
You can use a non-disclosure agreement to make sure they don't steal your idea and make their own tool that copies yours.
Non-disclosure agreements also can protect sensitive information that may not be eligible for copyright, trademark, or patent protection.For example, you may have information such as client lists that give you a competitive advantage in your industry.
Although that information wouldn't meet the qualifications for protection under U.S. intellectual property law, a non-disclosure agreement can keep it safe.While you can draft a general agreement for multiple uses, the same agreement may not work in every context.
For example, if you are a small business owner you may have one agreement for your employees and another agreement for other businesses such as manufacturers or distributors.
Your agreement may be one-way or mutual, depending on who is receiving the information.For example, you may need a one-way agreement for employees who likely won't be sharing their own confidential information through the course of their employment.
However, you may want a mutual agreement if you are working with an advertising firm to develop a marketing strategy, since the firm also will be sharing its intellectual property with you.
Your agreement should outline specifically the types of information you expect the other person to keep confidential.
Your description should be broad enough to encompass entire categories of information or ideas, but not so broad or vague that it's difficult to determine if any particular document or item should be kept confidential.For example, if you are a smartphone application developer, your agreement might state that all programming code, infrastructure, and design are confidential.
In the event of a breach, specifics typically are easier to prove than general categories; however, you don't want to accidentally exclude something by leaving it off the list.
Ideally, you should have a general category, and then provide as many examples of things covered by that category as you can following the words "including, but not limited to." This section of your agreement may run several paragraphs or even several pages, depending on the context of the confidential relationship and the amount of information you're sharing with the person., Some information, such as information the other person already knew before working with you, cannot be included in a non-disclosure agreement.Since exclusions basically are established by state law, you may need to do a little research to determine exactly what information must be specifically excluded from the agreement.Generally, you must exclude information that is common knowledge in your field.
You also can't cover any information that the person already knew, or learns from another source.If you have questions or concerns about whether you must exclude certain information, you should consult an attorney before you have anyone sign your agreement. , Non-disclosure agreements typically include a general statement that the person who receives the information covered by the agreement must keep it in confidence and limit its use.If you want to require any particular actions related to your information, they should be included in this section.
For example, you may want to restrict the copying of confidential information, or not allow confidential materials to be removed from your office. , You must choose if you want the agreement to last for a period of time or until a specific date.
This portion of your agreement also should state the date the agreement will go into effect.
If you intend the agreement to go into effect on the date it's signed, simply state that.
However, if you have the person sign the agreement in advance, the start date should be included in the agreement itself.
Five years is a common time period for non-disclosure agreements, although you can make your agreement last longer or even indefinitely.You don't have to list a specific period of time.
Depending on the information covered by the agreement, certain events may render confidentiality irrelevant.For example, if you are seeking funding to develop an invention, you may have potential investors sign a non-disclosure agreement so you can reveal enough detail about the invention that they can decide whether they want to invest.
That agreement may last for a specific period of time, or until you file a non-provisional patent application (at which point information about the invention would become publicly searchable)., Most agreements close with a number of miscellaneous provisions discussing the consequences of breach of the agreement.
These provisions are often referred to as "boilerplate" because they apply to any sort of agreement.
Generally, they concern which state's law applies if the agreement is breached, how damages will be determined, and whether attorney's fees will be included.If you have a copy of an agreement you used for a different purpose, you may be able to simply copy the miscellaneous provisions from that contract. , Before you reveal any of your protected intellectual property, have them review and sign your non-disclosure agreement.
Once you both have signed the agreement, it becomes legally binding and a confidential relationship is created for the agreement's term.
About the Author
Henry Kim
Dedicated to helping readers learn new skills in creative arts and beyond.
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