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How to Write an Intellectual Property Confidentiality Agreement

written by: W. A. Swan•edited by: Michele McDonough•updated: 5/13/2010

Are you hiring out someone to work with confidential information from your business? Do you want to make sure you are covered from losing your information? If so you will want to know how to write an Intellectual Property Confidentiality Agreement. Here is the basic set up for an agreement.

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    What is an Intellectual Property Agreement?

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    An Intellectual Property Agreement is more commonly known as a Non-Disclosure Agreement or NDA.

    Why would you need to know how to write an Intellectual Property Statement?

    If you are providing information or knowledge which is vital to the success of a project or work to a third party so they can complete a task which you hired them for, you don’t want them to take the information and use it someplace else as their own. This includes documents or published information which you own rights to.

    Writing an NDA

    How to write an Intellectual Property Statement or NDA is a common question when dealing with freelance help in many fields. There are five sections to an NDA:

    1. the section for the signatories,
    2. the description of the information,
    3. a statement providing for deletion or addition of any sections and how this is achieved,
    4. the effect of any section in relation to the entire agreement; and
    5. the legal validity of any section in relation to the entire agreement.

    The Parts

    The first section lists the parties involved, both recipient and originator of the information. You want to make sure there is a signature and date for both parties to sign.

    The description of the information is important when writing an Intellectual Property Agreement. This description details what the information is, what it entails, and what the intended use of the information is.

    The nondisclosure portion states that the parties will not disclose any part of the information unless signified by the original holder of the information or as required by law.

    The section stating the “entirety and modification" clause is also important because its use is to keep the entire agreement in tact in case any one portion is changed; it also requires that any changes or additions to the NDA must be done in writing and signed by all parties involved.

    Finally you need to include that the agreement is enforceable in whole or in part in the event that any part of the agreement is voided. This covers the remainder of the NDA in case any portion is voided by law.

    How to Put it Together

    Knowing how to write an Intellectual Property Statement is simply knowing how to put the pieces in their proper location. As I stated above, the first action is to list the parties involved, their role in the agreement, the date and their signature. Next should be the section describing the information, where it comes from, how it is used, and what is to be done with the information once the project is complete.

    Then, you need to write the legal parts. This includes the modification clause followed by the exclusion clause as noted above. Then finally you need to put the section that covers the NDA legally in the event anything is found within not to be binding by law. Once this agreement is signed the entire agreement becomes enforceable in a court of law.

    Image Credit: Wikimedia Commons