Confidentiality Agreement

Confidentiality Agreement
Non Disclosure Agreement
Assignment Clause


What is an Confidentiality Agreement?

A Confidentiality Agreement, NonDisclosure Agreement, Non-Disclosure Agreement (“NDA”) and also  enables an inventor to disclose their Invention to a third party without giving up rights to that property. A NonDisclosure Agreement is a legal contract between two or more parties that defines confidential information that the parties agree to share with one another for certain purposes, but wish to restrict disclosure to others by preventing disclosure of confidential information covered by the agreement.

A Non-Disclosure Agreement typically includes sections, such as identification of confidential information, Discloser maintains exclusive rights and title to their invention, Recipient shall keep confidential information in confidence and restrict its use and dissemination, term, and miscellaneous contract terms.  Confidential information includes inventions, ideas, designs, drawings, prototypes, equations, formulas, software, business plans, patent applications, and other proprietary information.


What special clause must be included in a Confidentiality Agreement with a designer or prototype person?

An assignment clause must be added to the Confidentiality Agreement requiring the Prototyper or Designer to assign all improvements or modifications to the Invention to the Inventor.

For example, say I am the Prototypor or Designer and you are the inventor.  If you disclose your invention to me with the intention of having me assist you in building a prototype or designing the invention into a product and I will likely make an improvement or modification to the Invention.  This improvement or modification to the Invention is my contribution and may make us joint inventors or separate inventors of our individual parts.  To prevent this joint inventorship or separate inventors of our individual parts situation, we needed to enter into a contract, such as an Confidentiality Agreement with an Assignment Clause, which requires Prototyper or Designer to assign any improvement or modification to the Invention to you the Inventor.


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