NDAs protect your valuable ideas

You have a great idea, but with whom can you discuss it and still keep it protected?

A patent protects an invention.  A copyright protects the expression of the idea, but not the idea itself.  An idea can be best protected by keeping it a secret or disclosing it only when the party receiving the information has a duty not to disclose it.

Non-Disclosure Agreement

A written non-disclosure agreement prevents a person or entity receiving information covered by the agreement from using or disclosing the information except as provided in the document.  It can be either a fairly simple or a fairly complex document depending upon the nature of the information, the time frame for keeping the information confidential, and the use for which the information was given.

Of course, a recipient of confidential information may not be restricted if she knew about the information before receiving it or if it later becomes public through another source.

Employment Agreement

Your employment agreement may contain a non-disclosure provision, which would be similar to a non-disclosure agreement.  Some employment agreements also require that any idea exploited or invention created while employed and related to the employer’s business must remain confidential and be turned over to the employer.

Trade Secrets

If your idea is a trade secret, then it may be protected without a formal non-disclosure agreement.  However, in order to qualify, it must fall within the definition of items protected by trade secrets and you (or your entity) must take all reasonable measures under the circumstances to keep it a secret.