NON-DISCLOSURE AGREEMENTS
***LECTURE 12***
- Eliciting interest in IP by sharing of confidential information that is useful in evaluating interest
- Useful in the Negotiation process to provide assurances to one or both parties that their confidential information won’t be misused or shared
- One-way or mutual depending on the interests of the parties and the nature of information shared
- Delineates how the receiving party may, or may not, use the confidential⁄proprietary information
- Confidentiality terms may be included in the terms of other Agreements rather than only as a separate Confidentiality Agreement
Key provisions in a confidentiality agreement include:
- Definition of the information
- Exceptions, which describe circumstances under which the obligation of confidentiality is inapplicable (for example, the information was already in the public domain or is commonly known)
- Conditions on the use of the confidential information, which is a detailed description of the ways in which the receiving party may and may not use the information
- Requirements for documentation, which describe the requirements for written records (may include keeping track of the disclosed information, whether disclosed in writing or orally)
EXAMPLE
Max-Plank: