Below is a generic patent nondisclosure form (NDA).  It is not intended as a substitute for legal advice. The specific facts that apply to your matter may make the outcome different than would be anticipated by you. You should consult with an attorney familiar with the issues and the laws.  Please read our disclaimer prior to use.

Inventor Nondisclosure Agreement

This Nondisclosure agreement (the "Agreement") is entered into by and between ________________________________________________ ("Inventor") and _________________________________________________ ("Recipient") to prevent the unauthorized disclosure of confidential information. Accordingly, Inventor and Recipient agree as follows:

1.   Confidential Information

The following constitutes confidential proprietary trade secret information ("Confidential Information") belonging to Inventor:

All information, data, and materials relating to the following Invention:

________________________________________________________________________

_______________________________________________________________________.

2.   Duty of Confidentiality

Recipient will treat Confidential Information with the same degree of care and safeguards that it takes with its own Confidential Information, but in no event less than a reasonable degree of care. Without Inventor's prior written consent, Recipient will not:

(a)  disclose Confidential Information to any third party;

(b)  make or permit to be made copies or other reproductions of Confidential Information; or

(c)  make any commercial use of Confidential Information.

3.   Exclusions from Confidentiality Duty

This agreement does not apply to any information that:

(a)  was in Recipient's possession or was known to Recipient, without an obligation to keep it confidential, before such information was disclosed to Recipient by Inventor;

(b)  is or becomes public knowledge through a source other than Recipient and through no fault of Recipient;

(c)  is or becomes lawfully available to Recipient from a source other than Inventor; or

(d)is disclosed by Recipient with Inventor's prior written approval.

4.   Return of Materials

Upon Inventor's written request, Recipient shall immediately return to Inventor any and all materials relating to Confidential Information.

5.   Term

This Agreement and Recipient's duty to hold Confidential Information in confidence takes effect on __________________________ and shall remain in effect until Confidential Information is no longer a trade secret or until Inventor sends Recipient written notice releasing Recipient from this Agreement, whichever occurs first.

6.   No Rights Granted

This Agreement does not constitute a grant or an intention or commitment to grant any right, title, or interest in Confidential Information to Recipient.

7.   Warranty

Inventor warrants that it has the right to make the disclosures under this Agreement.

8.   Disputes

Inventor and Recipient agree that every dispute between them arising under this Agreement will be resolved as follows:

First, they will meet and attempt to resolve the dispute in a good faith manner.

If they cannot resolve their dispute after conferring, either Inventor or Recipient may require the other to submit the matter to nonbinding mediation, utilizing the services of an impartial professional mediator approved by both parties.

If Inventor and Recipient cannot come to an agreement following mediation, they agree to submit the matter to binding arbitration at a mutually agreeable location. The arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association. Absent an agreement to the contrary, any such arbitration shall be conducted by an arbitrator experienced in intellectual property law.  An award of arbitration shall be final and binding on the parties and may be confirmed in a court of competent jurisdiction.

9.   General Provisions

(a)  Relationships: Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer, or employee of the other party for any purpose.

(b)  Entire Agreement: This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both parties.

(c)  Waiver: The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

(d)Injunctive Relief: Recipient agrees that Inventor will suffer serious harm if Recipient does not honor the terms of this Agreement.  Therefore, Recipient agrees that, in addition to any other remedies available to Inventor at law or in equity, it will be subject to the issuance of injunctive relief to enforce this Agreement.

(e)  Attorney Fees and Expenses: In a dispute arising out of or related to this Agreement, the prevailing party shall have the right to collect from the other party its reasonable attorney fees and costs and necessary expenditures.

(f)    Governing Law: This Agreement shall be governed in accordance with the laws of the State of __________________, notwithstanding any conflict-of-laws doctrines of such state or other jurisdiction to the contrary, and without the aid of any canon, custom or rule of law requiring construction against the draftsman.

(g)   Successors and Assigns: This Agreement shall bind each party's heirs, successors, and assigns.

Inventor:

_______________________________________________

Date: _____________________

Recipient:

_______________________________________________

Date: ____________________

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