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Sample Nda For New Business Idea Disclosure

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Sample Nda For New Business Idea Disclosure

Postby Rique » Thu Jan 22, 2015 2:24 pm


I recently reviewed a post from you, where you discussed the use of a NDA to protect a new business idea.   If you could provide me with the example you spoke of would be most appreciated.  In the course of exploring the idea further with colleagues and business / friends, select and discrete small audience,, I'd like to be protected.  Based on the concept soundness, business plan development I will need to explore " provisional patent",,, would you have any information on this and the tests applied as to wether an idea /service can be patented?

Thank you so much!

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Joined: Thu Jan 02, 2014 10:29 pm

Sample Nda For New Business Idea Disclosure

Postby Eldan » Mon Feb 02, 2015 10:17 am

Hi Ron;

Let me get to the answers to your questions first, then I'll provide a copy of a basic NDA that you can adapt and use for your own purposes.  A provisional patent is a good idea if you are eager to get your conversations started immediately with companies and investors. A provisional patent is simply a receipt from the USPTO that you have filed a patent application.  It only lasts 12 months and after 12 months, it expires.  If you do not file a full patent then you loose the ability to include the previous 12 months in your patent.  So if you plan on patenting your idea within 12 months, you have no worries.  Hope this helps Ron.  Below is the general NDA.


Marty McCrea


The purpose of this agreement,(the “Agreement”), is to protect the parties hereto from the disclosure of proprietary and confidential information along with an agreement not to compete.  This Agreement is hereby made this the DATE day of MONTH within 2008.(“Effective Date”) Between Your name, hereafter referred to as(“Owner”)

And Interested party’s name, hereafter referred to as(“Recipient”)

Owner and Recipient are agreeing to exchange certain valuable proprietary and confidential information and wish to do so in the furtherance of a prospective association with each other, and each requires the assurance of the other as to the confidentiality of the information to be exchanged:

Definitions of Terms Used in This Agreement:

(a) “Owner” shall mean the party who discloses or exchanges its own           Proprietary Information;

(b) “Recipient” shall mean the party who receives Proprietary           Information of or from the Owner;

(c) “Proprietary Information” shall mean any and all recorded           information, regardless of form or characteristic, including           ideas, concepts, information or data of a technical, engineering,           financial, pricing, marketing and/or competitive nature treated           by the Owner as confidential and proprietary or a trade secret           which is so designated, orally or visually disclosed, delivered by           Owner to Recipient in accordance with the requirements of this           Agreement.

1.0    Both parties agree that they will not, now or at any time in the future,         directly or indirectly, as individuals or in any other capacity including as         director, agent, principal, friend, consultant, or associate for any         person, firm, entity or corporation, call on, solicit, disclose,         divulge or make known any information or data of the other, including         but not limited to proprietary, developmental, marketing, sales, know-         how, technical, operating, performance, cost, or business process.         

2.0    No copies of Proprietary Information shall be made by Recipient.

3.0    All Proprietary Information shall remain the Owner property and will         not be disclosed to others without the Owner prior written         permission. 3.1     Without previous written consent, the Recipient shall not compete with Owner idea in a same or similar application or business or offer services or products similar to products or services offered by Owner, nor shall Recipient advise, aid or assist any person or entity attempting to do so. Recipient’s association with Owner’s company is unique, confidential and proprietary.

4.0    Nothing in this Agreement shall be deemed to grant a license or other         right, directly or by implication, under any intervention, patent,         copyright or trade secret, now or hereafter owned or controlled by the         party furnishing same.  This Agreement is not intended to be, nor shall         it be construed as creating a joint venture, partnership, teaming         agreement or other formal business organization or agency         relationship between Owner and Recipient.

5.0    The obligation to treat as proprietary or safeguard Proprietary         Information disclosed or exchanged hereunder shall not apply for         information which(a) was already in the public domain         when disclosed;  (b) was known free of any obligation         at the time disclosed to Recipient;(c) is disclosed by the Recipient with         the written approval of the Owner;(d) is disclosed pursuant to the         requirements of a legal, judicial or administrative proceeding, subject         to Recipient giving all reasonable notice to Owner to allow Owner to         seek a protective or other court orders.  

6.0    This Agreement is deemed to be made under, and shall be construed in         accordance with the laws of the state of Minnesota and the venue and         jurisdiction shall be in Minneapolis, MN.

7.0    Any changes or Amendments to this Agreement must be made in         writing and agreed by both parties, any other changes are considered         null and void.

8.0    Recipient agrees that any breach of this Agreement shall cause         irreparable harm to the Owner, and Recipient agrees that the Owner         shall be entitled to an injunction for any breach of this Agreement, and         further in addition to the remedy of an injunction, the Owner shall be         entitled to lawyers fees and other damages which may arise         by the Recipient’s breach of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on and as of the Effective Date written above.

Signed:_______________________________________________             Your name,(Print name)

By:______________________________________________________________            (Signature)                 


Signed:_________________________________________________________                  (Print name)

By:_____________________________________________________________                (Signature)                        

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