The communication, discussion and elaboration of a business proposal usually involves the disclosure of confidential information. Such confidential information may take many forms - for example, technical specifications, financial data and marketing plans. Whatever the form, the party disclosing the information should think carefully about how to protect that information from misuse and unauthorised further disclosure.
This non-disclosure agreement - an adapted version of the generic mutual/premium document that we publish - has been created for just these circumstances. It defines two separate categories of information: confidential information disclosed by the first party to the second, and confidential information disclosed by the second party to the first.
The template includes: a data protection clause, which may be needed if one party is disclosing personal data to the other party; a publicity clause, which can be used to restrict public disclosures even where information is strictly not covered by the confidentiality provisions; and mutual indemnities.
An inventor may not have the resources to commercialise an invention. In these circumstances, the inventor may seek out an industry partner. Inevitably, the partner will want details of the invention before making any commitments, but the invention is likely to be confidential. That is where a non-disclosure agreement becomes useful.
This template non-disclosure agreement defines the protected confidential information by reference to the invention concerned, in both general and specific terms. Confidential information may be supplied in documentary form, in meetings or over the telephone. As well as including an undertaking on the part of the recipient to keep the information confidential and only use it for the purposes of considering whether to enter into a business relationship with the inventor, this document includes an acknowledgement from the recipient that no intellectual property rights are transferred.
If an invention is or may be patentable, it is very important that it be kept confidential. If the invention is published, it may mean that you cannot patent it, or that any patent you do get is rendered invalid.
NDA for media concepts
The disclosure of a novel concept to a media company (whether for a book, film, theatrical production, TV show, game or other media work) may be accompanied by a concern that the media company could take the concept without notice or reward to the person or business that generated the concept. One way to help manage this sort of concern is to protect the concept with a non-disclosure agreement.
This template non-disclosure agreement is based upon our unilateral/premium NDA template, although with some important modifications. A definition of "Concept" has been added, allowing you to adapt the template for different concepts and different types of concept. The confidential information that is protected by the document is defined by reference to the concept. The document also includes a special term regarding the purposes for which the confidential information may be used: briefly, for the recipient to consider the concept and to prepare and/or refine a business proposal in relation to the concept.
NDA for web design
This non-disclosure agreement has been especially adapted for use by web designers / developers and their potential clients.
Potential clients are sometimes concerned that web designers may misuse information that is supplied in the course of obtaining a quotation - for instance, a novel business plan or idea for a website. This document can be used to allay those fears: it strikes a careful balance between the potential client's rights in confidential information on the one hand, and the web designer's right to be free from unwarranted restraints in the conduct of future business.
The template is based on our premium/unilateral NDA. It is not designed to protect the confidential information of the web designer or developer - only that of the customer. Typically, if the designer or developer is disclosing confidential information, that will only happen after signature of the main web design or web development agreement, and if necessary provisions protecting that confidential information should be incorporated into that agreement.