Protect your business with a non-disclosure agreement

January 2, 2015 - Tags: Intellectual property

Are you looking for help bringing an invention to market? Are you seeking financial assistance from a potential investor? If so, you may have heard of, or are putting together, a non-disclosure agreement.

A non-disclosure agreement, also known as a NDA or confidentiality agreement, is intended to prevent an idea or technology from being stolen and copied. In today’s business climate there are several things that you may want to consider before presenting your potential partners with an NDA.

Do you need a non-disclosure agreement?

You may want to consider using a non-disclosure agreement if you are concerned that information may be shared with a competitor (either on purpose or accidentally). If you are considering licensing your intellectual property, a non-disclosure agreement will help safeguard your idea from potential copy-cat inventions. 

If you are looking for someone to invest in your product, you may find that some investors may be hesitant to sign a non-disclosure agreement. This is not because they intend to steal your idea and present it as their own, but more likely it is a question of time. Investors and venture capitalists may review many pitches each week and the extra paperwork may be seen as an unnecessary precaution. Your potential investor may even see an NDA as a deterrent to doing business with you. It may be wiser, or simply easier, not to share the portions of your idea or invention that may be vulnerable.

What should a well written NDA include?

You will want to define:

  • To whom the agreement applies: is it between an individual and a company or between two companies?
  • What is included and protected in the agreement that you draw up. Do you need to protect all aspects or are there specific details that you do not wish to share?
  • A time frame for the duration of your NDA. How long does the agreement last? You will want to allow enough time to realistically bring said product to market or to close the financial deal.
  • Where the agreements apply geographically — in Canada, North America, worldwide?

Additional tips when drafting a non-disclosure agreement:

Keep information on a USB key or on your own laptop — don’t email documents that you wish to protect.

Explore the internet for websites that may offer templates or examples of NDAs that may fit your particular business situation.

Be sure to discuss the use of a NDA with a legal professional, as it may be difficult or expensive to reinforce if not written properly.

For more information on developing your unique ideas, consult our sections on Copyright and Intellectual property and Innovation.


Comments

Posted by Canada.ca on February 23, 2015
It is wise that you are seeking to protect yourself. We suggest you contact a legal advisor for information on minors signing Non-Disclosure Agreements (NDA) or contracts.

Find a legal advisor and read more on legal issues for small business at http://www.canadabusiness.ca/eng/page/2695/

For more information on starting or growing a business in Canada, contact us at 1-888-576-4444 (TTY 1-800-457-8466).
Posted by I want to sign a NDA with a 16 year old. on February 22, 2015
I have an idea that I want developed into an iPhone app and a 16 year old fella has agreed to make it for me. Is he still legal bound by the NDA even though hes underage ? If so does he have any special abilities to render the agreement null for any reasons ?
Posted by Canada.ca on January 20, 2015
Hello Chou Chou

Non-disclosure agreements do apply to many types of business ideas or intellectual property. You may wish to discuss the possibility of an NDA for your idea with a registered agent, especially in the case of any new business models. If you are considering applying for a patent for an invention or blueprints, please explore the section about patents on the Canadian Intellectual Property Office website or contact its service centre for more information.

Good luck with your plans.
Posted by Chou Chou on January 17, 2015
Hi,
Does any idea applies for the non-disclosure agreement? What if it's a new kind of business model and easy to copy and follow, can I apply for the NDA or even a patent? Thank you.
Posted by Canada.ca on January 8, 2015
Bonjour, Chryso.

Malheureusement, le Réseau Entreprises Canada n'offre pas de conseils juridiques. Cependant, pour toute question concernant la protection de votre propriété intellectuelle, vous pouvez communiquer directement avec L'Office de la propriété intellectuelle du Canada.

Nous espérons que ces renseignements vous seront utiles.

Bonne chance!
Posted by Chryso on January 7, 2015
Bonjour,

Je n'ai pas les moyens pour protéger un nom pour mon invention et me demande si une simple lettre recommandée à force légale.
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