Many companies worry that a new partner will steal their technology and leave them out in the cold but commercial exploitation takes much more than receiving information about a technology. Sharing information is important and premature discussion of a non-disclosure agreement can chill a budding business relationship.
Non-disclosure agreements have three purposes:
- Defining what information is confidential
- Limiting the disclosure of confidential information
- Imposing restrictions on how recipients can use confidential information
They may be unilateral, where one party is doing all the disclosing and one the receiving, or bilateral, where both parties are disclosing and receiving. Generally, the look of a non-disclosure agreement is more important than what it says. It is the act of signing that creates a powerful moral imperative.
Non-disclosure agreements should address the following matters:
- Specify the recipients (the individuals that will receive confidential information) and the discloser
- Define what information is confidential, how to identify it and how it can be used by the recipient
- Term of agreement
- Milestones for measuring progress
- Evaluation by recipient and results
- Breaches
