Where can I download an NDA and assignment of inventions agreement?

QUESTION:

One of our founders asked, “Do you know where I can download an NDA and an agreement for the assignment of inventions.  I just need the basic boilerplate documents.

ANSWER:

Below is a link to the Technology Related Legal Documents provided by Orrick.  Keep in mind, these do not replace having a good attorney, but they do provide a good starting point.

Go see Technology Related Legal Docs

Confidential Information and Invention Assignment Agreement for Employees

This form is designed to be used by the Company after initial consultation with counsel. Every employee and consultant (i.e., every service provider) should sign one, although there are different forms for use by employees vs. consultants. The Company should keep these in the person’s personnel file. Make sure it is filled out completely, including the Exhibits at the end of the document. If there is nothing to disclose on the Exhibit, have the person check the appropriate line and sign the Exhibit as well as the main agreement signature page. This is critical and will be the subject of careful due diligence by any serious investors.

Confidential Information and Invention Assignment Agreement for Consultants

See employee version above. This is the same agreement, but tailored for consultants.

Nondisclosure Agreement (Mutual)

This is a mutual nondisclosure agreement, meaning that it applies equally to both parties and requires both to keep the other’s information confidential, etc. This is a relatively standard form designed to be used in routine situations where a mutual NDA is required. It is not sufficient for a significant transaction like selling the entire business, but it is generally appropriate for meeting with potential investors, potential strategic partners or potential service providers who have not yet joined the Company and signed the full blown Confidential Information and Invention Assignment Agreement. This will enable the Company to have fairly high level discussions with third parties and share high level information about the Company’s business plan and strategic direction. It is important to check with counsel in each instance to ensure that this is the right form for the particular information you intend to share.

NOTE:  Before making any business decisions based on information on this site, it is your responsibility to check with your counsel or professionals familiar with your situation.

Comments & Advice:
  1. My blog’s Downloads page (http://danashultz.com/blog/downloads/)includes sample mutual and unilateral NDAs.

  2. John Doe says:

    What I really hate about lawyers, is that they always make things unnecessarily complicated, including their website where they do not provide a simple NDA as promised. Thank you Orrick for demonstrating once again that you and your colleagues are the ultimate rent takers.

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