Eagle-Research Non-Disclosure Page:
I've enclosed an email I received from an inventor who at this writing is 85 years old and still 'sharp as a tack.' He is still inventing when he is not acting as a consultant for private and government agencies. He explains the logic behind non-disclosures fairly well.
PROPRIETARY SECRECY AGREEMENT
(Restricted Disclosure Agreement)
Inventions containing materials easily changed to function the same as the original are impossible to protect with patents. Beware the patent agent or attorney who insists such can be patent protected. Get another. The fee is his only interest. Proprietary items can carry a protection level far beyond any patent. To attain and keep that power, prior to exposure of the item to others, it is absolutely necessary that each exposee sign such secrecy agreement to be kept by the issuer. In the event anyone down the chain of exposure reveals the secret to anyone who has not signed such agreement, should anyone who has consum- mated the agreement steal the secret and go into business of manufacturing and selling such, they be prosecuted in any Superi- or Court in the nation or brought to justice in any other coun- try. Penalties for such violations are severe. Some jurisdic- tions go beyond monetary penalties with jail time. On the other hand, patents must first be validated in a Federal Court, then prosecuted in that court for infringement. Simple patent infringements have produced fines in the millions of dollars. Many attorneys will work on a percentage basis of money recovered from patents and proprietary items. It is not diffi- cult to discover manufacturers of such items since they will appear on the market. Following are the elements of the secrecy agreement that can be changed to suit the occasion. This is the briefest and most powerful legal instrument ever written. Changeable elements are in CAPs. The product identification must contain a clear descrip- tion of all components. BODY OF THE PROPRIETARY SECRECY AGREEMENT In return for (NAME OF SIGNER AND COMPANY NAME OF EXPOSURE) being permitted access to technical information related to (PRODUCT IDENTIFICATION HERE), I agree at all times during the term of such access and forever after, to hold in strictest confidence and not to disclose to any person, firm or corporation without express written authorization from (NAME OF HOLDER OF THE ORIGI- NAL SECRECY AGREEMENT, OR ANY AND ALL SUCCESSORS) relating to any information, technique, formula, development work in progress, trade secrets, devices or any other secret of confidential matter relating thereto. Signed by the original owner, or successor/s_________________ Dated_______________________________________________________ SPECIFIC: Where a proprietary chemical product is being manufac- tured with employees doing the work, good protection from in- house thieves is to keep all purchase records beyond reach, or preferably away from the property. Arrange for chemical ship- ments to be made at another address where chemical names can be obliterated and replaced by a code only know to you. This pre- vents the average employee from writing them down, with amounts and procedures necessary to assemble the product. It does not prevent an intelligent employee form stealing small amounts, and take them out for analysis identification. However, his signa- ture on the agreement will sink his boat if he quits and goes into competition. To provide more faith in this system, consider Coca-Cola who has existed for over a century with such secret. Fifty years ago, it was learned that only three held the secret formula and periodi- cally assembled to make the concentrate for the factory. Later, Pepsi-Cola and other majors followed. Unlike patents that have 17 year lives, proprietary agreements have infinite lifetimes without cost to anyone. William. A. Rhodes, Physicist. 24 May, 1999 -=*=-=*=-=*=-=*=-=*=-=*=-=*=-=*=-=*=-=*=-=*=-=*=-=*=-=*=- Now that you've read that, here is my standard non-disclosure. As you can see, I add a few conditions, mostly limiting the confidential information to only the confidential information and then provide a clause that will allow the information to become public domain if the consultant can't be reached. I've a lot of things I can't talk about because I've signed non-disclosures that did not have this clause and the consultant 'disappeared.' It is a good idea for both parties to sign and for their signatures to be witnessed if the information is truly sensitive. Non-Disclosure and Confidentiality Agreement I, (signers name), of (company), (address); (phone number): herein known as signer, hereby declare and agree to the following. That I shall not to disclose, make known, divulge, disseminate, or communicate such confidential and proprietary information or any part thereof to any person, firm, corporation, company or entity that I shall receive at any time from (consultant's name) of (consultant's address, phone number, business name); herein known as consultant, with exceptions noted below. That this agreement is not valid or meant to cover information received from consultant that is not proprietary or confidential, specifically information that: 1) Consultant has given signer permission in writing to disclose or use. 2) Is in public domain at any time. 3) Is known to signer independently of consultant. 4) Becomes known to signer from sources other than consultant. That if signer has not heard from consultant for a period of two years since the last communication and signer is unable to reasonably contact consultant, that the information covered by this agreement becomes public domain. Date (signer) As a final note: The signer of the non-disclosure agreement should sign and date EACH copy of every page that is given to him/her (obviously you keep signed copies). Thus you each have proof with signature of EXACTLY what you gave under the disclosure agreement. This actually protects the signer as well, because they can prove what was actually covered under the agreement should the innovator start to claim more was given.