if you can convince anyone to accept the IPAustralia indemnity clause (continuing even after termination of NDA covering even consequental financial damages) I'd be surprised.
some minor tweaks ... I usually put a postal or electronic contact to where formal notices are sent (eg asking for permission to relay to say employees ... doesn't cover subcontractors though). The other possible weakness is defining what the non-disclosing party can/can't do * refrain from making, using, selling or disclosing the CI to third parties without prior authorization, usually in the form of written consent; * refrain from replicating the CI or related materials; and * return CI and related materials after a specific duration of time. * Subject itself to legal remedies in case of breach (!!! arbitration ?). The other point is usually identifying specific info is easier for everyone. A startup’s trade secrets can include everything from business plans and financial data to work product in progress that might someday become eligible for patent or copyright protection. Trade secret status is destroyed where a business waives – or lets lapse – the confidentiality of the information. As you note, you are employing contractors so David's comment is very pertinent. Cardinal rule is to disclose trade secrets and other CI only on a need-to-know-basis. Prior to disclosure, do your due diligence by researching anyone you are considering sharing your information with. Use a staged approach, disclosing only very general information at first, and only proceeding with reasonable assurance that the third party still wants to move forward. And avoid bragging at informal meetings ... the chinese have a bad habit of using business enquiries to find out as much IP without actually committing to the transaction. NDAs should never be relied upon as a stand-alone defense mechanism, but preferably integrated into a carefully-crafted overall IP protection strategy including technical measures and awareness/ training. If a company fails to safeguard its trade secrets with NDAs and other confidentiality agreements, it likely forfeits its right to petition for court injunction for misappropriation of the information, or to sue for damages. I find Americans to be somewhat obsessive- compulsive on this where Europeans tend to be more based on personal trust/principles. Your milage may vary. Lawrence http://goo.gl/maps/GsN1 On Dec 22, 9:21 am, rc <rebeccacan...@gmail.com> wrote: > IP Australia has an NDA generator, useful for covering the basics. > > http://www.ipaustralia.gov.au/smartstart/cag.htm > > Rebecca > > On Dec 21, 5:50 pm, Sheng Yeo <sheng....@orionvm.com.au> wrote: > > > Hi Everyone, > > > I just have a quick question. I have a few contractors starting work with us > > later this week, and I am just sorting out the paperwork for them. > > > Does anyone have a copy of a proforma Non Disclosure Agreement (NDA) for > > Australia? > > > Many thanks > > > *Sheng* *Yeo* > > Director | Founder > > > *Orion Virtualisation Solutions* |www.orionvm.com.au|Phone: 1300 56 99 52 > > | Mobile: 0402 098 008 | Skype: shengyeo -- You received this message because you are subscribed to the Silicon Beach Australia mailing list. Guidelines on discussion: http://groups.google.com/group/silicon-beach-australia/msg/351e183e1303508d?hl=en%3Fhl%3Den No lurkers! It is expected that you introduce yourself. To post to this group, send email to silicon-beach-australia@googlegroups.com To unsubscribe from this group, send email to silicon-beach-australia+unsubscr...@googlegroups.com For more options, visit this group at http://groups.google.com/group/silicon-beach-australia?hl=en?hl=en