The reality of the law in the UK is that it is difficult to protect an “idea”. The laws relating to copyright, trade marks and patents only go so far in affording protection, which means that the next best thing is to try to stop others from taking advantage of your know-how and trade secrets by ensuring the disclosure of such confidential information is protected with a confidentiality agreement – also known as a non-disclosure agreement or NDA.
A confidentiality agreement should be used where you enter into a business relationship with a party to whom you are likely to disclose information that you wish to remain confidential. The applications for this type of agreement are wide, and can be used in a huge variety of situations.
The key aspect of a confidentiality agreement is to ensure that the subject matter of the agreement is defined in such a way that everything that is disclosed is covered sufficiently. The party that receives the information is then bound to keep the information secret, even if they end up not being further contracted to do anything with it – for example, you may be looking for a manufacturer to produce your goods, you enter into a confidentiality agreement with them, but once you disclose the goods to them they provide costs too far out of your budget. Even though you did not enter into an agreement for the manufacture of the goods, the manufacturer will still be obliged to keep confidential any information relating to the goods you disclosed during negotiations.
We always recommend having a confidentiality agreement drafted by a professional. We have spoken with many clients that have used a template confidentiality agreement and have found themselves open to risk where information that they were under the impression was covered had been disclosed without their permission due it not being incorporated into the document properly.
We will be happy to provide you with a fixed fee for drafting or advising on a confidentiality agreement to help protect your know-how and trade secrets – we know that once you have peace of mind in relation to the information you are disclosing, you can focus on how to develop your business further.