Non-disclosure agreement (invention)

This non-disclosure agreement (NDA) is a lightly modified version of our "unilateral" NDA document, designed for use in relation to the disclosure of an invention and related information by an inventor to a potential industrial or commercial partner. Note that potentially patentable inventions should be kept confidential. A failure to do so may prevent the grant of a patent, or render a granted patent invalid.

Non-disclosure agreement (invention) contents

Definitions: definitions.
Term: commencement of term; end of term.
Recipient
confidentiality obligations:
Recipient
confidentiality undertaking (permitted purpose mandatory); disclosure of confidential information by
Recipient
to certain persons for permitted purpose; exceptions to
Recipient
confidentiality obligations; disclosures of
Inventor
confidential information mandated by law etc;
Recipient
to stop using confidential information upon termination;
Recipient
to return or destroy confidential information following termination;
Recipient
confidentiality obligations after termination.
Intellectual property rights: no assignment of first party intellectual property rights; no licence or limited licence to use
Inventor
confidential information.
Warranties: first party warranty of authority;
Recipient
warranty of authority; exclusion of implied warranties and representations.
Termination: termination by either party at will.
Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
Equitable relief: injunctive or other equitable relief.
General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; caveats to limits of liability; entire agreement; governing law; exclusive jurisdiction.
Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

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Version	1.4
First published	1 Sep 2016
Last updated	11 Sep 2024
Law	English law and EU law
Language	English (UK)
^†Word count	2,379
^†Template pages	6

† These figures are approximations.

Intellectual property law Law of confidence Manufacturing Agreement

Specialised non-disclosure agreements

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