1.  Introduction:  A non-disclosure agreement (NDA) is a document that establishes a confidential relationship between parties who promise to keep shared information revealed by one party to another or that is shared by both parties to each other.  An NDA should not be solely relied upon as a means to show that a confidential relationship exists between to parties.  Instead, a NDA should be regarded as a tool to be used with other tools which together proved that a confidential relationship in the event that a breach has occurred.  We recommend that a NDA be used for all trade secret information including information disclosed in a patent application (continue to use an NDA at least until patent issues)


2.  Common Provisions found in an NDA: 

• Identification of the Parties         
• Definition or identification of the trade secret;
• Statement of the duty or obligation of one or both parties to treat information as
• A trade secret and to keep the information confidential;
• Statement that trade secret information will only be shared with one individuals  ‘need to know’ the trade secret information.
• Steps taken by the Parties to identify trade secret information exchanged during the Agreement
• Term of Agreement
• Actions to be taken upon Termination
  
  

3.  Specific Types of NDA’s

• Inventor and Manufacturer/Designer/Supplier Agreement
• Inventor and Potential Buyer or Licensee Agreement
• Inventor and Potential Investor Agreement
• Invention Evaluation Agreement
• Beta Test Agreement
• Joint Development Agreement
• Employment Agreement
• Customer or Vendor List Agreement
  
  

4.  Secondary Issues:

Further development of Invention by Employees or Contractors

• Employee Trade Secrets
• Shop Rights of Employer
• How to Prevent Violation of a NDA
• Non-Compete Agreements

5.  Washington State Statutes:  RCW Section 19.108.010 et seq.

6.  We Offer ‘free’ generic Non Disclosure Agreements for our clients. Please contact us if you have any questions.