Keeping your invention until harvest time

By Sudi Wandabusi

I have seen friends and clients stuck with inventions that would otherwise be money-spinners if they found their way to the marketplace.

Many have no idea how to go about selling their inventions; neither do they have the funds to exploit the application of their inventions.

But even worse have been complains of stolen inventions, some of which are later known to rake in huge profits without due compensation to the inventor.

There have been many cases of companies turning away people with their inventions only for the same companies to begin implementing an idea they purported to reject later on.

Whenever this has happened, the original owners lost their ideas and the money that accrued as a result of the idea.

A similar predicament has befallen start-up companies. They cannot keep their ideas locked away from the business partners who can make them a success. But these forms of intellectual property are one of their most valuable assets to any individual or company today and they need to be protected. So how can you protect them?

Non-disclosure agreements, also known as confidentiality agreements are one easy way of ensuring that much as you share your ideas and inventions with others, they remain protected for your benefit.

Non-disclosure

From a prospective author who has to send his manuscript to a number of prospective publishers, to the IT expert with an idea of how to make greater sales in a supermarket, to a young company with so many great ideas but seeking partners to help in implementation, a non-disclosure agreement comes in handy.

Confidential information means any data or information that is proprietary to the disclosing party and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed.

It may include any marketing strategies, plans, business plans and performance results relating to the past, present or future business activities; any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; a manuscript of a proposed book to be published.

Confidential information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated confidential information.

A non-disclosure agreement is a legal contract between you and the other party. You agree to disclose certain information to them for a specific purpose. They agree to not disclose that information to anyone else, except under terms as described in the contract, and will not market the idea or compete with you.

Provide limitations

Therefore, the agreement must be signed before you meet and disclose any part of your idea or invention. Any disclosure made before the non-disclosure agreement will be considered a public disclosure and the law will not protect you in case the other party uses it for his own benefit.

The non-disclosure agreement should clearly provide the limitation placed upon the receiving party of the confidential information.

For instance, it may require that the receiving party limits disclosure of any confidential information to its directors, officers, employees, agents or representatives who have a need to know such confidential information in connection with the current or contemplated business relationship between the parties to which this agreement relates, and only for that purpose; and advise its Representatives of the proprietary nature of the confidential information and of the obligations set forth in the agreement and require such Representatives to keep the confidential information confidential; keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and not disclose any confidential information received by it to any third parties.

The agreement should also require that the receiving party uses the confidential information solely in connection with the current or contemplated business relationship between the parties and not for any purpose other than as authorised by this Agreement without the prior written consent of the disclosing party or his representative.

The use, modification and improvements to the information are for the benefit and ownership of the disclosing party. And finally, it must provide for the return of all the information disclosed in all forms or its destruction, upon request by the disclosing party.