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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.

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Non-disclosure agreement (invention) contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term.
  3. Recipient
    's confidentiality obligations:
    second party confidentiality undertaking (permitted purpose mandatory); disclosure of confidential information by second party to certain persons; exceptions to second party's confidentiality obligations; disclosures of first party confidential information mandated by law etc; second party to stop using confidential information upon termination; second party to return or destroy confidential information following termination; second party confidentiality obligations after termination.
  4. Intellectual property rights: no assignment of first party intellectual property rights; no licence or limited licence to use first party confidential information.
  5. Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
  6. Recipient
     indemnity:
    second party indemnifies first party upon breach.
  7. Termination: termination by either party at will.
  8. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  9. 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.
  10. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
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