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Attorney Michelle DelMar

Focusing on Business, the Whole Business and

Nothing but the Business.

Trademark Attorney, Contract Attorney, Corporation Attorney

Michelle DelMar, Esq., Trademark Attorney, Contract Attorney, Corporation Attorney

 
 
Michelle DelMar, Esq.
 
Small Business Lawyer, Trademark Attorney and Executive Contract Lawyer.
 
Martindale-Hubbell®
Client Review Rating: “Preeminent” (5 out of 5)
 Peer Review Rating:  4.7 out of 5
 
Michelle DelMar, Legal Strategist for Top Growing Businesses, provides information,  guidance and services for small businesses:
 

Taking small businesses From Startup:

to Operation:

and Exit, Sale or Transfer:
 
 

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Understanding Agreements

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Michelle DelMar, Esq.

Business Lawyer, Trademark Lawyer and Executive Contract Lawyer

Why do I need a Confidentiality Agreement?

Posted by Michelle DelMar, Esq. Jun 25, 2019 6:07:31 PM

WHY DO I NEED A CONFIDENTIALITY AGREEMENT?

     The Simple answer to the question, "Why do I need a Confidentiality Agreement (or NDA)?" is, "BEFORE YOU DISCLOSE ANY PROPRIETARY SECRET."  If you don't want someone else to use the information that you are disclosing, get their promise not to disclose in writing!

     Generally, Confidentiality Agreements, also known as non-disclosure agreements or NDA's, are contracts wherein each party agrees not to disclose and to keep confidential certain information that is disclosed by the other party.  

      The Confidentiality Agreement is often utilized where one party intends to disclose to the other party, confidential, proprietary, information, such as a secret idea, process, service or product.  Such disclosure typically occurs when the disclosing party wants another person and/or company to evaluate the secret information prior to entering into a comprehensive Joint Venture Agreement, Collaboration Agreement or Licensing Agreement.  

The benefits of utilizing a well-drafted Confidentiality Agreement include the following:

     First, the Confidentiality Agreement reduces the risk that the valuable secret information will be disclosed to, and possibly used by, third parties.  If the secret information is disclosed to a third party and such disclosure amounts to a breach of the Confidentiality Agreement, the party that is the owner of the secret information, will have a cause of action for breach of contract and will be able to seek injunctive relief (where the court orders the breaching party to cease disclosure and use) and may also seek monetary damages.

    Second, an important benefit of utilizing a well-drafted Confidentiality Agreement is that it will reduce the risk of forfeiture of your valuable patent rights.  That is, public disclosure may result in your development or secret to be determined, not patentable and patent rights may be forfeited.

     Third, Confidentiality Agreements define in writing, specifically what, if any, information can and cannot be disclosed by the receiving party and when and under what circumstances such disclosure can occur. Typically the disclosing party will prefer the protected information to be as broad as possible and the receiving party will prefer a more narrow protection.

     Fourth, the Confidentiality Agreement may provide for limitations on the receiving party's use of the confidential information, e.g., to be used solely for the purposes of evaluating the specific business opportunity.   

What can be protected by a Confidentiality Agreement?  

    A well-drafted Confidentiality Agreement can protect any information that is disclosed to the other party, such as, processes, recipes, test results, systems, new products, client lists, other trade secrets, etc. 

    It is very important that the receiving party make sure that there are exceptions to the confidentiality provisions set forth in the Confidentiality Agreement, e.g., information that the recipient had prior to the disclosure, information in the public domain, information created by recipient, etc.

    The disclosing party may want to provide provisions within the Confidentiality Agreement that require certain treatment of the material provided.  Again, if reasonable steps are not taken, trade secret protection may no longer apply to the material.

    Also, the Confidentiality Agreement should set forth a time period for the making of disclosures and the period during which confidentiality of the information shall remain confidential and not disclosed.

   Furthermore, Confidentiality Agreements often contain provisions confirming that there is no license granted to the disclosed material, within that agreement, express or implied and that any and all material disclosed shall be returned to discloser upon request.

     Thus, there are many situations where a Confidentiality Agreement is not only appropriate, but essential to business success.  Contact an Experience Business Attorney today for a Free Consultation with regard to your specific circumstances.  

Related Information and Checklists:

Confidentiality Agreement Checklist

Non-Compete Agreement Checklist

 

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Click here to schedule a Consultation with an Experienced Boston Business Lawyer / Maine Business Lawyer.

Tags: Publishing Agreement Checklist, Understanding Business Agreements, Confidentiality Agreement Checklist, Independent Contractor or Employee, Joint Venture Agreement Checklist, Non Compete Agreement Checklist, Strategies from Business and Trademark Lawyer, Contracts, What Business Owners Should Know; Corp.'s & LLC's, Licensing Agreement Checklist, What are Trademarks, International Business Law, NDA

Why do I need a Confidentiality Agreement?

WHY DO I NEED A CONFIDENTIALITY AGREEMENT? The Simple answer to the question, "Why do I need a Confidentiality Agreement (or NDA)?" is, "BEFORE YOU DISCLOSE ANY PROPRIETARY SECRET." If you don't want someone else to use the information that you are disclosing, get their promise not to disclose in [...]

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When CopyRIGHTS Vest

Posted by Michelle DelMar, Esq. Jun 15, 2019 7:59:18 PM

"What is a copyright?": Vesting of Rights

Tags: Publishing Agreement Checklist, What are Trademarks

When CopyRIGHTS Vest

"What is a copyright?": Vesting of Rights

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"What is a copyright?": Copyright Owner's Rights

Posted by Michelle DelMar, Esq. Jun 15, 2019 7:42:18 PM

Copyright Owner's Rights

Tags: Publishing Agreement Checklist, What are Trademarks

"What is a copyright?": Copyright Owner's Rights

Copyright Owner's Rights

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Publishing Agreement Checklist

Posted by Michelle DelMar, Esq. Jan 19, 2016 12:59:39 PM

Publishing Agreement Checklist

For Writers, Artists and Publishers

Publishing lawyer for Authors and Publishers . The following are important issues related to your publishing agreement.

Tags: Publishing Agreement Checklist, Contracts, Publishing Agreements

Publishing Agreement Checklist

Publishing Agreement Checklist For Writers, Artists and Publishers Publishing lawyer for Authors and Publishers . The following are important issues related to your publishing agreement.

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Literary Services Agreement Checklist

Posted by Michelle L. DelMar, Esq. Jan 19, 2016 12:32:20 PM

Literary Services Agreement Checklist

     Use this checklist as a tool to facilitate discussion concerning literary services, including, writing and/or ghostwriting.

Tags: Publishing Agreement Checklist, Strategies from Business and Trademark Lawyer, Contracts, What Business Owners Should Know; Corp.'s & LLC's, What are Trademarks

Literary Services Agreement Checklist

Literary Services Agreement Checklist Use this checklist as a tool to facilitate discussion concerning literary services, including, writing and/or ghostwriting.

Read More