Why Every Innovator Needs a Patent Non Disclosure Agreement Before Sharing Ideas
Important Clarification: There’s no such thing as a “patent non disclosure agreement” as a distinct legal document. What inventors need are standard non-disclosure…
[SERVICE]Non-disclosure agreements
NDA lawyers for non-disclosure agreements that hold up
Pitching investors, working with a partner or sending designs to a manufacturer, an NDA keeps your know-how confidential. We draft them, review the ones you sign and help enforce them.
Your attorneys
Andrew RapackeManaging Partner · Registered Patent AttorneyFormer Naval Engineering Officer. M.S. in electrical and electronics engineering.
Ken BrooksRegistered Patent AttorneyMaterials science and engineering. Patents in software, AI, and electrical and mechanical systems.
[01]Who it's for
For founders sharing what they built.
Off-the-shelf NDAs often fall short. The right one depends on who you are talking to and what you are about to share.
Startups pitching
Investors, accelerators and potential acquirers, with what to share and what to hold back.
Inventors and manufacturers
Prototypes, drawings and specifications sent out for quotes and production.
Partnerships and joint ventures
Two companies trading information to see if a deal works.
Employers
Employee and contractor confidentiality that protects trade secrets and client information.
[02]What we handle
Confidentiality that protects without blocking the deal.
An NDA that is too loose leaks. One that is too strict stalls the conversation. We draft for the balance your relationship needs.
An NDA protects information you share. It does not replace a patent filing, so we plan both together.
What we draft and review
- Custom NDAsA clear definition of confidential information, permitted uses and disclosures, and enforcement terms.
- NDA reviewClause-by-clause review of an NDA you were sent, with terms to negotiate.
- NDAs by situationEmployee and contractor, M&A, joint venture and partnership, investor, and vendor and supplier NDAs.
- Management and trainingTracking NDAs and expirations, internal confidentiality processes, and team training.
Gaps that weaken an NDA
- A vague definitionIf no one can tell what is confidential, it is hard to enforce.
- No clear termTrade secrets may need protection long after a short NDA ends.
- No remedyWithout injunctive relief terms, stopping a leak takes longer.
- Missing required noticesEmployee NDAs need the federal whistleblower immunity notice to keep certain remedies.
[03]The basics
What goes into an NDA.
A non-disclosure agreement, or NDA, is a contract in which one or more parties agree to keep shared information confidential and use it only for an agreed purpose. A good NDA lawyer makes sure it covers the information that matters, is enforceable, and does not get in the way of the business.
- Definition of confidential information. What is covered, and how it must be marked or identified.
- Exclusions. Information already public, already known, independently developed or received from someone else.
- Permitted use. The purpose the information may be used for, and who may see it.
- Term. How long the duty lasts, with trade secrets often protected for as long as they stay secret.
- Return or destruction. What happens to the information when talks end.
- Remedies. Injunctive relief and the governing law and venue for a dispute.
NDAs by situation
| Situation | What it focuses on |
|---|---|
| Employee and contractor | Trade secrets, client information and assignment of inventions |
| Investor | What a pitch may reveal, though many investors decline to sign NDAs |
| Merger and acquisition | Financial and operational data shared in due diligence |
| Joint venture and partnership | Two-way exchange of technology and business plans |
| Vendor and supplier | Designs, specifications and pricing sent for quotes or production |
Before sharing an invention, read why every innovator needs a patent non-disclosure agreement and how software companies use NDAs to protect IP.
[04]Your options
Mutual, one-way or multilateral NDA.
The right form depends on who is sharing.
| One-way | Mutual | Multilateral | |
|---|---|---|---|
| Who shares | One side discloses | Both sides disclose | Three or more parties disclose |
| Typical use | Sending designs to a manufacturer, hiring | Partnership and acquisition talks | Consortiums and joint projects |
| Watch for | A recipient asking to make it mutual without reason | Terms that favor whoever drafted it | Who may share with whom |
[05]Patents and enforcement
NDAs, patents and what happens on a breach.
An NDA keeps a conversation confidential. It does not give you ownership of an idea, and it is only as useful as your ability to enforce it.
File before you share, when you can
A confidential disclosure under an NDA generally is not a public disclosure for patent purposes. A sale or offer to sell can still start the patent clock even when it is kept confidential, and NDAs are hard to police. Filing a provisional patent application before a pitch or a manufacturer meeting is the safer order. See also how to protect your software when pitching investors.
Required notices in employee NDAs
Under the Defend Trade Secrets Act, an employer that does not include the whistleblower immunity notice in an employee or contractor agreement covering trade secrets, signed or updated after May 11, 2016, cannot recover exemplary damages or attorney fees from that person under the Act. Since the Speak Out Act of 2022, pre-dispute nondisclosure terms also cannot be enforced to silence sexual assault or harassment disputes.
If an NDA is breached
We help investigate a suspected breach, send a demand, and seek an injunction or damages when needed, through negotiation, mediation or litigation. Good records of what was shared and when make enforcement much easier, which is why we also help set up NDA tracking and internal confidentiality processes.
[06]Fees
One flat fee, quoted before work begins.
There is no hourly billing. Your NDA is quoted as a flat fee on your strategy call, once the scope is clear, and nothing starts until you approve it.
Book A Free Strategy CallWhat sets the fee is the work itself, not the time on the clock.
- Drafting or reviewing. A new NDA, or a review of one you were sent.
- The relationship. A standard mutual NDA is simpler than an M&A or joint venture agreement.
- A set or a single document. One NDA, or a set of templates for every situation your team meets.
Ongoing work for a growing company can run on a monthly Fractional IP Counsel plan instead of one fee per document. This service is not covered by The RLG Guarantee, which applies to patentability searches, provisional patents, design patents and trademarks.
[07]The process
From first call to a signed NDA.
What happens at each step and who does the work. Most NDAs move quickly, but timing is never a promised date.
NDACall to signed
- Day one01Day oneStrategy callFree. Walk us through the deal, the documents or the problem.
- Flat fee02Flat feeScope and flat feeWhat the work covers and its price, in writing, before it begins.
- 03Draft or reviewAn NDA built for the relationship, or a marked-up review of theirs.
- 04NegotiationChanges worked through with the other side, if needed.
- 05Signed and trackedExecuted, with the term and obligations noted for your records.
[08]Questions
Questions about NDAs.
Still deciding? Your first call is free and comes with a straight answer on what to share and when.
Book A Free Strategy CallDo I need a lawyer for an NDA?
Not always, but an NDA lawyer helps when the information is valuable or the relationship is complex. Generic templates often define confidential information too vaguely to enforce, or miss terms like injunctive relief and required employee notices.
Are NDAs enforceable?
Generally, yes, when the terms are reasonable and the information really is confidential. Courts can award damages and order the other side to stop using or disclosing the information. Overbroad NDAs, or terms that conflict with public policy, are harder to enforce.
How long should an NDA last?
Commonly two to five years for general business information. Trade secrets are often protected for as long as they remain secret. The right term depends on how long the information stays valuable.
Will investors sign an NDA?
Many venture investors decline, because they see many similar companies. Share what the product does and why it wins, hold back how it works, and file a patent application first if the invention is the value.
Does an NDA protect my invention like a patent?
No. An NDA only binds the people who sign it. A patent protects the invention against everyone, including people who come up with it on their own. Most inventors use NDAs while a patent application is pending.
What is the difference between an NDA and a non-compete?
An NDA restricts what someone may disclose or use. A non-compete restricts whether they may work for or start a competitor. Non-competes are governed by state law and are limited or unenforceable in some states.
What happens if someone breaks an NDA?
You may be able to get an injunction to stop further disclosure and damages for the harm, depending on the agreement and the facts. Acting quickly and having good records of what you shared matters.
How much does an NDA cost?
With us it is a flat fee, quoted on your strategy call before any work begins. A standard NDA or review costs less than an M&A or joint venture agreement, and a set of templates is quoted as one project.
[09]Learning Center
Go deeper on confidentiality.
How Software Companies Can Use NDAs to Protect IP Assets
In the software industry, a lot of intellectual property assets carry value due to the simple fact that others, such as competitors, do not know what you and your company…
How To Protect Your Software When Pitching Investors
We all have heard stories of founders that worked hard to build their software and went to pitch their ideas to investors, only to have their key features stolen or…
[10]Client reviews
Founders who shared with confidence.
4.7 across 614 public reviews on Google, Trustpilot and Avvo.
#1Top reviewed IP law firm*
Read client reviews“Andrew Rapacke and his team are exceptional. They did our provisional and non provisional patents. The entire team is professional and an ease to work with.”
Von DorjevskiFounder, Inguardia Health · Client review “Their writing allowed for protection of my invention's most important aspects, as well as giving me room to modify and adapt my product.”
Andrew WebberProvisional patent · Client review “The Rapacke Group stands by their fees with no surprises.”
Lowell CrawfordClient review
Reviews reflect individual client experiences. Quotes are excerpts. Prior results do not guarantee a similar outcome. *#1 top reviewed means the most public client reviews on Google, Trustpilot and Avvo of any US patent or trademark firm.
Share the idea, keep the edge.
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