The Non-Disclosure Agreement For Invention is essential when inventors or companies need to share sensitive information about their innovations while maintaining legal protection. This document is particularly crucial in the United States, where public disclosure can affect patent rights and trade secret protection. It's commonly used during business negotiations, potential partnerships, or when seeking investment. The agreement must comply with federal legislation including the Defend Trade Secrets Act and state-specific trade secret laws, while ensuring the invention maintains its patentability status under U.S. patent law.
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1. Parties: Identification of the disclosing and receiving parties, including full legal names and addresses
2. Background: Context of the disclosure, relationship between parties, and purpose of the agreement
3. Definitions: Key terms including 'Confidential Information', 'Invention', 'Representatives', and other relevant terminology
4. Scope of Confidential Information: Detailed description of what constitutes confidential information, including the invention details, technical data, and related materials
5. Obligations of Receiving Party: Duties to maintain confidentiality, permitted uses, standard of care, and security measures
6. Term and Termination: Duration of confidentiality obligations and conditions for termination of the agreement
7. Return of Materials: Requirements for returning or destroying confidential information upon termination or request
8. Governing Law: Specification of applicable jurisdiction and governing law
1. Non-Competition: Optional restrictions on competitive activities when protecting against competitive threats
2. Assignment Rights: Rights to assign the agreement to other parties, useful when potential corporate restructuring or sale is anticipated
3. Specific Performance: Right to seek injunctive relief when monetary damages would be insufficient
4. Residual Rights: Provisions regarding general knowledge and skills retained by receiving party
1. Schedule A - Description of Invention: Detailed technical description of the protected invention and related confidential information
2. Schedule B - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule C - Security Protocols: Specific procedures and requirements for handling and protecting confidential information
Relevant legal definitions
Confidential Information
Invention
Disclosing Party
Receiving Party
Authorized Representatives
Affiliate
Trade Secret
Technical Information
Intellectual Property Rights
Patent Rights
Proprietary Information
Effective Date
Confidentiality Period
Purpose
Representatives
Permitted Use
Residual Information
Third Party
Disclosure Period
Related Rights
Background IP
Improvements
Know-How
Prototype
Technical Documentation
Invention
Disclosing Party
Receiving Party
Authorized Representatives
Affiliate
Trade Secret
Technical Information
Intellectual Property Rights
Patent Rights
Proprietary Information
Effective Date
Confidentiality Period
Purpose
Representatives
Permitted Use
Residual Information
Third Party
Disclosure Period
Related Rights
Background IP
Improvements
Know-How
Prototype
Technical Documentation
Clauses
Confidentiality Obligations
Non-Disclosure
Permitted Use
Protection of Information
Return of Materials
Term and Termination
Remedies
Indemnification
Intellectual Property Rights
Patent Rights
Exceptions to Confidentiality
Marking Requirements
Security Measures
Notice Requirements
Non-Competition
Non-Circumvention
Assignment
Severability
Governing Law
Dispute Resolution
Specific Performance
Survival
Amendment
Entire Agreement
Force Majeure
Non-Disclosure
Permitted Use
Protection of Information
Return of Materials
Term and Termination
Remedies
Indemnification
Intellectual Property Rights
Patent Rights
Exceptions to Confidentiality
Marking Requirements
Security Measures
Notice Requirements
Non-Competition
Non-Circumvention
Assignment
Severability
Governing Law
Dispute Resolution
Specific Performance
Survival
Amendment
Entire Agreement
Force Majeure
Relevant Industries
Relevant Teams
Relevant Roles
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