What is a Confidentiality, NDA, or CDA
Agreement?
All
of these agreements are designed for the purpose of
maintaining the secrecy of valuable concepts or
technologies. The
agreements have different names, but accomplish the same
basic ends of keeping information confidential and from
falling into the public domain or the hands of competitors.
“NDA” is an acronym for Nondisclosure Agreement,
and “CDA” is an abbreviation for Confidential Disclosure
Agreement.
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When do we need a confidentiality agreement?
Anytime
you wish to guard the proprietary and confidential nature of
a concept or technology.
This is particularly the case is you wish to disclose
information to persons for purposes of consultation, further
development, or a potential business relationship.
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Where can I find a free NDA / CDA agreement?
A
basic NDA/CDA agreement can be found by clicking on this
link. FREE
NDA/CDA. However,
the best procedure is always to consult with an attorney who
will draft an agreement specific to your exact needs.
If you would like a more specific agreement, do not
hesitate to contact the
attorneys at Buche & Associates, P.C. to discuss your
needs.
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What happens if I don't use a confidentiality
agreement?
If
you don’t use a confidentiality agreement, you risk that
the receiving party will exploit your idea without
compensating you for the disclosure.
Without the contract, your legal remedies are
severely limited.
Also, you may have made a public disclosure that will
affect patent rights.
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Will a confidentiality / NDA / CDA agreement
protect concepts that are not patentable?
Yes.
This is a primary reason for using these agreements.
Your rights stemming from a NDA/CDA are contractual
in nature. If
your agreement sets out that information is confidential, it
is, and you can enforce these contract rights, even if the
concepts turn out not to be patentable.
There are many concepts and ideas that are not
patentable, but highly valuable, such as trade secrets.
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Do
I need a confidentiality agreement if I have a patent
pending?
It
never hurts.
Particularly if you are considering international
patent protection and the patent application has not yet
been published.
Some companies refuse to sign NDA/CDA agreements, in
which case you will minimally want a patent application on
file prior to disclosing the information, if that is your
decision.
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What is a noncompete agreement?
A
noncompete is a device that is used to contractually
restrict rights to do business in certain territories, or
with specific customers.
These are used in many states to keep employees
and/or company insiders from leaving and using company
information to compete against the company. These are often linked with nonsolicitation clauses and are
typically found in employment agreements.
Depending
on your state, Courts may enforce proper contracts
containing non-compete and confidentiality clauses, however,
they must be carefully crafted to be enforceable and
specific in scope.
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What
do I do if I have received a demand letter or am being sued
over a NDA, CDA, noncompete, or confidentiality agreement?
What if somebody is violating my NDA, CDA, or
confidentiality agreement?
Call
an attorney immediately.
Do not make any contact with the other side in
writing, on the phone, or by email without consulting an
attorney first. Anything
you say will be used against you.
If you are being threatened or somebody is violating
your rights, you should contact the attorneys of Buche
& Associates, P.C. Because we are familiar with non-compete and confidentiality
agreements in California and Texas, we are comfortable
enforcing or defending your business from threats and
allegations based on such agreements.
Buche & Associates, P.C. is based in San
Diego, California and has experience with
litigating such matters and with obtaining emergency
preliminary injunctions to stop Defendants before they get
too far in violating your rights.
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