I am often asked “Should I use a nondisclosure agreement (NDA) to disclose my invention?”
A nondisclosure agreement (NDA), or confidentiality agreement (CA) as NDAs are sometimes called, is exactly what it sounds like. An agreement between two or more parties not to disclose information that one or more of the other parties provides to them. Inventors commonly use nondisclosure agreements so that the inventor can show his or her invention to somebody else without fear that the other person will take the idea and claim it as their own.
It is important to understand that a nondisclosure agreement is only as good as the parties who agree to it. That is, simply having a nondisclosure agreement in place before sharing your invention will not guarantee that the person you show your invention to will abide by the terms of the nondisclosure agreement. And if someone violates the terms of your nondisclosure agreement, for example, by showing your invention to others, your only recourse may be to sue the person who violated the nondisclosure agreement.
Keep in mind, that you can only enforce a nondisclosure agreement against the person who signed the agreement. So if you sign a nondisclosure agreement with Joe, and then show your invention to Joe, but Joe turns around and discloses your invention to Mary, you can only sue Joe for violating your nondisclosure agreement – not Mary – because you did not have any agreement in place with Mary.
This is not to say that you should not use a nondisclosure agreement. But you should be careful who you show your invention to, regardless of whether you have a nondisclosure agreement.
