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
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