Protect Your Business with Non-Disclosure Agreements ...

New Book Explains How to
Use Non-Disclosure Agreements to
Protect Your Intellectual Property,
Negotiate with Confidence, and
Create Great Business Relationships...
Right from the Very First Meeting

A Non-Disclosure Agreement (NDA) can make the difference between strongly protecting your business’s trade secrets…and losing them completely. Yet many people don’t use these agreements effectively. Now you can gain maximum advantage with NDA’s and truly guard your interests.

This easy-to-read book answers your basic questions and offers practical tips to safeguard and strengthen your business right away. It shows you:

• How NDA’s protect your trade secrets – and what they don’t protect

• Real-world negotiation strategies, including how to protect your invention rights and how to deal with people who refuse to sign an NDA

• Important differences between trade secrets, patents, copyrights and trademarks

• How to decide whether you need a One-Way NDA, Mutual NDA, or an NDA within another contract

• The most common mistakes in NDA’s

• Red flags and pitfalls to avoid if you must go to court over an NDA

• A paragraph by paragraph explanation of NDA terms and conditions

With a special focus on California technology companies, the book Protect Your Business with Non-Disclosure Agreements offers valuable insights to anyone who uses NDA’s, explaining general principles and practices that apply broadly to all businesses. It's an essential handbook for technology executives, small business owners, business development personnel, consultants, independent contractors, sales persons, and IT staff.

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About the Author

California attorney Harry Boadwee has more than 20 years of experience negotiating technology agreements and intellectual property licenses for startups and small businesses, as well as large multinational companies. His practice focuses on technology transactions, software and internet law. www.BoadweeLaw.com

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Summary of Contents for the book PROTECT YOUR BUSINESS WITH
NON-DISCLOSURE AGREEMENTS

Chapter 1: How Non-Disclosure Agreements (NDA’s) Protect Your Business

  • What is a Non-Disclosure Agreement (NDA) or Confidentiality Agreement (CDA)
  • How does a Non-Disclosure Agreement Protect My Business?
  • What are Trade Secrets?
  • What Should I Try to Protect as a Trade Secret?
  • Are Trade Secrets Different from Patents?
  • Are Trade Secrets Different from Copyrights and Trademarks?
  • How Do I Protect My Trade Secrets?
  • How can a Non-Disclosure Agreement Protect Against Loss of Intellectual Property?
  • Is a Non-Disclosure Agreement Limited in Scope?
  • Do I need to Own a Patent in order to Use a Non-Disclosure Agreement?
  • Will an NDA Effectively Prevent Disclosure and Misuse of my Confidential Information in Another Country?
  • Does a Non-Disclosure Agreement Require Exclusive Negotiations?
  • Does a Non-Disclosure Agreement Require Non-Competition?

Chapter 2: When and How to Use NDA’s

  • When do I Need a Non-Disclosure Agreement?
  • Where can I Find a Non-Disclosure Agreement? (The book includes a sample NDA.)
  • What’s the Difference Between a One-way Non-Disclosure Agreement and a Mutual NDA?
  • Can a Non-Disclosure Agreement be Part of Another Contract?
  • Will Everyone I Work With Agree to Sign an NDA?
  • What if Someone Refuses to Sign an NDA?
  • Will I Offend my Potential Business Partner by Asking For an NDA?

Chapter 3: What Does a Non-Disclosure Agreement Mean?

(Paragraph by paragraph discussion of the sample NDA included in the book. )
  • Introduction of the NDA
  • Statement of Background Facts and Assumptions
  • Definition of “Confidential Information”
  • Non-Disclosure and Non-Use Requirements
  • Exceptions to Confidentiality
  • Destruction or Return of Confidential Information When NDA Ends
  • Confirmation of No Obligation to Enter Into Another Agreement
  • Confirmation of No Intellectual Property License
  • Confirmation of Right to Compete
  • Confirmation that the Parties May Already Compete
  • Remedies
  • How Long Must I Keep a Secret?
  • Can You Stand Behind Your Information? (Warranty Disclaimers)
  • “Boilerplate”
  • Is That All There Is? (Entire Agreement Clause)
  • How Do I Change an NDA?
  • Transferring the NDA
  • Can My NDA be Modified by a Judge?
  • Sign on the Dotted Line (Counterparts Clause)
  • One Nation, One Law (Choice of Law and Forum Clauses)
  • How to Sign

Chapter 4: Additional NDA Provisions

  • Confidential Information that is Not Labeled
  • Confidentiality of the Agreement Itself
  • Attorneys’ Fees
  • The Residuals Clause

Chapter 5: Questions from the Courtroom about NDA’s

The author spoke with a seasoned litigator in Silicon Valley to find the answers to these questions by people who want to go to court over an NDA.

  • What Terms are Overreaching in an NDA? 
  • What NDA terms are Most Often Litigated in Court?
  • What NDA terms are Most Difficult to Enforce in Court and Why?
  • What Kind of Proof is Needed to Make an NDA Stand Up in Court?
  • What do the Most Common Legal Settlements involving Non-Disclosure Agreements Look Like? 
  • If the Court Holds that an NDA has been Violated, How would Money Damages Be Calculated?
  • What Should You Do if You Have an NDA and the Other Party Violates It?
  • If You Want to Bring a Lawsuit Over an NDA, When Should You Speak with an Attorney?
  • Can Someone Be Criminally Prosecuted and Face Jail Time for Violating an NDA or Stealing a Trade Secret? 
  • What are the Most Common Mistakes in NDA’s from a Litigator’s Perspective?
  • Is it better to have a general NDA or should the NDA have specific language about the information to be disclosed?
  • What are the Key Issues in Non-Disclosure Agreements from a Courtroom Lawyer's Perspective?
  • Can an NDA Effectively Protect an Idea Submission?
  • From a Legal Perspective, what Should You do to prevent Leaks of Product Information before Launch? 
  • What Should You do if You Receive a Letter Stating that You Have Threatened to Breach an NDA?

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