A way of protecting intellectual property (IP) apart from the statutory laws regarding patent, trademark, and copyright, and the statuary and common laws of trade secrets, is by contract. This form of protection is only available to protect ideas and trade secrets which are to have only a limited distribution to known parties. A contract defining how the information can be used is signed by the persons or entities who are to receive the information in confidence. The effect of the contract is a non disclosure or confidential disclosure agreement. If the contract is violated, it can be enforced in a court of law without the need to rely on the patent, trademark, copyright, or common laws.

After an NDA is executed by the receiving party, the idea is then disclosed to the receiving party. If a deal is agreed upon, a further contract is written which sets forth the terms by which the idea will be commercially exploited by the receiving party. The new contract supersedes the NDA. If no deal is reached, the NDA remains the controlling contract.

The problem with such agreements is trying to bind the receiving parties because such a party has legitimate objections to signing an agreement which is too restrictive, and most receiving parties will not sign if their interests are not protected. The receiving parties can object that they might already know the information, or that the information may later come into the public domain, or that they might legitimately learn the information from another source. Under those conditions and others, they would not want to be bound by a non disclosure agreement (NDA). The receiving party is also entitled to other protective provisions which must be included in the initial contract proposal or the receiving party will usually not sign it.

It is also important that the purpose of the NDA be incorporated into the text of the contract. For this reason, the terms will be different if the receiving party is a potential manufacturer of the idea, or if the receiving party is a prospective investor in the commercial exploitation of the idea, or if the receiving party is to be a consultant, or a customer, or any other of a number of various types of entities. Most important however, the NDA must be simple and short while still comprehensive or it most likely will not be executed by the receiving party.

Bruce & McCoy will provide contracts covering any one of the NDA situations with an accompanying set of instructions on how to try to obtain its execution by a receiving party along with sample letters of transmittal of the NDA to the receiving party. These will be provided for a fixed fee of $250 for each type of contract; either completed with the parties names, or in blank for reproduction.

In order to obtain a NDA from Bruce & McCoy, please download and fill out the accompanying data sheet and forward it to Bruce & McCoy with your certified check. The desired contracts will be returned to you by mail within 15 days from the date of receipt. If a personal check is utilized for payment, the 15 days will commence on the date the personal check is honored by the bank.