Points to Consider when Using Confidentiality Agreements

According to the UK patent Office, confidential Disclosure Agreements (CDAs), also known as Non-Disclosure Agreements (NDAs), are legally-binding documents that enable you to record the terms under which you exchange secret information. You are strongly advised to consider using one if you are going to disclose the details of your secret technical idea to another party. That is not to say that a duty of confidence cannot arise even in the absence of such a contract. But recording the duty in a written agreement gives added legal certainty. They suggest a few points to consider when using CDAs:

• It is highly recommended that you consult a lawyer about how to protect your ideas and the risks of communicating these ideas to someone else.
  
• Ask the person/company you are communicating with if they have a CDA they may wish to use that serves both of your interests - but read it carefully and consider taking legal advice.
  
• Have a CDA prepared and send it to the other party for them to consider
  
• Make some sort of record of what was disclosed at a meeting. For example, you could ask the other party to acknowledge a paper copy of a computer presentation, or drawings etc. that describe the technical details of your idea and the date on which you first showed it to them, in whatever form (eg. paper, an email attachment or an Internet video streaming player).
  
• There is no "one-fits-all" CDA. Their example of a CDA shows the types of clauses that are often found in these documents. This typical agreement is merely an example and therefore may not apply directly to your particular circumstances.