Asked and Answered: Nondisclosure Agreements (NDA), are they effective? Even with a solid NDA in place there are no guarantees the other side will not run with your idea. Here I give some background info on NDAs.
Question: How do I insure a business conversation remains confidential?
Facts: I am looking to start a new business service in order to improve the idea I looking to talk to owners of small businesses. Is there some sort of agreement or form that can be used to insure everything that is discussed will remain confidential.
Answer: There exists a set agreements called "Nondisclosure Agreement" and "Nonuse Agreement". A search on the internet will turn up a number of hits on example agreements. Although I cannot endorse any of them and they would need to be modified to your specific needs they will provide you with a good starting point and an attorney can make any necessary final adjustments.
It is important to note that if a business could prove that your idea is ordinary, obvious, or that they were already in possession of it, they could argue that there was no agreement formed because they got nothing of value in exchange for their promise not to disclose. The reason for this is that the law of contracts holds that an enforcable bilateral contract is a contract where promises are exchanged for consideration. So basically you are promising to give valuable information to the business in exchange for their promise not to disclose or use it. If you do not give valuable information to the business then the business would be free to disclose it or use it.
A valuable idea is an idea that is novel. You can search the patent database at patents.google.com to see if your idea is novel. If your idea is indeed novel then a provisional patent application will do a better job of protecting your idea than a NDA would.
My advice is to do some research on the internet on these agreements and on your idea. Then meet with an attorney to draft an agreement that will be enforceable in court or help you file a provisional patent application to better protect your idea.
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