Not everyone will or should sign an NDA (Non-Disclosure Agreement).
Here are some groups of people that probably will not sign your NDA.
Most potential investors will NOT sign NDAs during early investment discussions because they have so many businesses to meet with per week that it exposes them to tremendous liability. Instead, they will generally ask you to keep the confidential parts a secret. Most potential investors will only sign an NDA when performing due diligence for large, post-seed round investments.
Asking a potential investor to sign an NDA at the beginning of most discussions instantly marks you as an amateur. Click here to read more in my previous post: What do I do if potential investors won’t sign an NDA?
Patent Attorneys or IP Attorneys
Most IP attorneys I have spoken with, and I am one of them, will not sign your NDA or will do so at great reluctance. There is a reason for this. Our engagement letters are already superpowered NDAs. To put it mildly, our engagement letters have confidentiality provisions that are required by law and legal practice to go far beyond the confidentiality provisions of most NDAs. More importantly for us and for you, our NDA is designed to be compliant with the USPTO and our state bar requirements.
For a potential client to get us to sign their NDA, requires us to analyze their NDA (for free). Often the NDAs are generalized garbage obtained from generic forms off the internet. They usually do not consider the unique aspects of the services provided by a patent attorney. For example, when we file your non-provisional patent application, the subject matter of that application WILL become public. That’s how patents work.
When dealing with attorneys, NDAs do not make you any safer; they just expose your attorneys to more liability.
Asking an Intellectual Property Attorney or Patent Attorney to sign your NDA usually marks you as an amateur, and a really paranoid amateur at that.
If you are a small business, many large businesses will not want to sign your NDA: they will want you to sign their NDA because they have already paid for and approved their NDA.
Needless to say, you would be wise to have an attorney review any NDA (contract) from another business BEFORE you sign it.
Most colleges or universities will not want to sign your NDA: they will want you to sign theirs for the same reasons as large businesses above. Also, many universities have professors with tenure and freedom of academic expression. It may be difficult or impossible for many universities to effectively control what their professors say or do in public.
Although universities have a good reputation in the business community; they are still businesses and should be treated like businesses. You would be wise to have an attorney review any NDA from another business BEFORE you sign it.
Worried about people stealing your invention?
Call Childs Law at 832-621-0353 to schedule a complimentary consultation with me and I will be happy to discuss how best to protect your invention and your business. We’re available Monday through Friday to answer your questions.