AGREEMENTS – WHEN THE SMALL PRINT COUNTS!
1. Confidentiality Agreement (Non-disclosure Agreement)
What is a Confidentiality or Non-Disclosure Agreement (NDA)? – A Confidentiality Agreement is a legally-binding contract between two or more people in which a person or business promises to treat specific information as a trade secret and promises not to disclose the secret to others without proper authorisation. The subject of the agreement requires that information conveyed will be maintained in secrecy.
Why do you need one? – The purpose of confidentiality agreement is to protect business information/designs/concepts you share with third parties and/or employees from being shared with people for a designated period. To be valid it must be dated and signed by both parties.
What does it protect? – Your proprietary information (or trade secrets for example new designs/prototypes or other confidential information) from being shared with third parties without your permission e.g., Anyone who is privy to your confidential information could potentially share that information with your competitors or could use the information to become a competitor.
When is it used? – For example, if you are working collaboratively with a third party to discuss your designs or manufacturing aspects of your designs or when discussing a new idea. You may be showing new designs to a potential buyer so it’s always good to record the meeting by asking for a confidentiality agreement to be signed. For further information on trade secrets and the law of privacy fine here
• If there is resistance to a third party signing a confidentiality agreement, you must ask yourself, why?
• You should never rely on an oral agreement because it is very difficult to prove an agreement exists unless it is in writing
• Please read the Agreement CAREFULLY and note that it should be put on to your company letterhead paper.
• The ACID Confidentiality Agreement is a standard form precedent, into which you should enter the relevant details as appropriate and should be stored onto your computer for you to be able to re-use.
• It is important to identify in the Agreement any information or designs or trade secrets, that you may wish to discuss in your meeting, and that you will be disclosing designs and/or samples previously unseen by the recipient. The recipient must sign and return the Agreement prior to your disclosing any information or samples/prototypes to them.
• It is advisable to use Confidentiality agreements and for all employees to sign as part of their T & C of employment.
• Don’t forget to mention you are a Member of Anti Copying in Design (ACID).
• Use your website as a means of communicating the value you place in your IP. The following statement should be put on the bottom of your homepage, together with the ACID logo if you are a member:
“All copyright, design rights in our designs and products, and the images, text and design of this website are and will remain the property of (Company Name). Any infringement of these rights will be pursued vigorously.” This statement provides a clear warning shot to any anonymous copyists visiting your website and a clear message that you are a member of ACID, that you know and understand your rights and that you are prepared to assert them.
*ACID SPECIAL OFFER!* Purchase any agreement from the ACID Shop before 31st October and we will give you a FREE ACID Confidentiality Agreement. Just email firstname.lastname@example.org when you have made your purchase and we will email your free agreement. Open to Members and Non-Members.