Video instructions and help with filling out and completing Why Form 5495 Agreements

Instructions and Help about Why Form 5495 Agreements

It's critical to use the right NDA and to know how to use it I met Alexander a bit of business and technology lawyer for the past 17 years and before that I was involved in high-technology businesses as an engineer and as a marketing person let's begin with some really critical information trade secrets know how confidential information are the most valuable forms of intellectual property for most business the key here is that if any of them are disclosed without proper contractual or legal protection they're lost in other words you can't stop others from using that intellectual property without your permission if you disclose it improperly this form will help you avoid doing that so let's just talk a little bit about non-disclosure agreements because I think that's important to set the background a lot of people take the position that a nondisclosure agreement is a it's just a form it doesn't really matter does it well actually it really does there are several key issues that have to be determined in a confidentiality agreement to make it enforceable now let me let me start off by saying hey do we need to use a confidentiality agreement at all and that may sound kind of strange given what I just said in the beginning but let me ask you have you ever been on a blind date now if you have and you started that blind date by asking the person out of the box hey you know you look pretty good you want to get married do you want to have kids how many kids you want to have I don't think that blind date would last too long yet companies often rush into a confidentiality agreement when really they shouldn't do it they need to find out hey are is this a good match and there's a really important distinction between what the confidential information does or what the outcome of it is versus how the actual details of the confidential information and so it's very important that when you think about using confidentiality agreement and disclosing trade secrets know-how or confidential information that you do that only after everyone has decided that there's a business reason to continue the relationship because the business reason is going to be the driver next when it comes to doing disclosures there's often a david-and-goliath arrangement here now the one thing I want to tell you is that David and Goliath usually doesn't work out anywhere except in the Bible right the David that would be you the smaller company with the confidentiality agreement usually gets crushed by a Goliath and what this means is if you can't enforce a confidentiality agreement if you can't afford to hire a lawyer and to go into court and take that on then you're really hoping that the other side is going to follow their obligations what this means is you still have to have the confidentiality agreement but you've got to do some due diligence and that due diligence is critical to making sure that the other party isn't going to ignore their obligations and usually the way you look at this is what have they done in the past you know you've heard the expression I'm sure the leopard doesn't change its spots and what will happen is if a confident the company has violated the terms of its agreements before it's more likely to do so in the future so be sure that you check out who you're talking to and don't blindly assumed that the non-disclosure agreement is going to protection next what's key is the definition of confidential information in the form you'll see that we define confidential information is those things that are either secret or that the company your company uses efforts to maintain the secrecy with when we look at confidentiality agreements that come from other places often we'll find that the definition is everything under the Sun everything is confidential information well you know that just can't be and what we want to do is tighten it around things that are truly confidential and so whenever you're looking at a confidentiality agreement make sure that what's in there is confidential information it's not everything that you receive next is follow up sometimes during discussions confidential information will be disclosed verbally on a back-and-forth basis with the various parties and it's very important to go back to take notes during the meeting and then follow up immediately with a list of the things that you thought were confidential information and are subject to protection by the confidentiality agreement because initially out of the box usually you're not going to have a bunch of people objecting to what you list out as confidential information and oh by the way it really needs to be confidential information stuff that's secret a new and novel right but on the other hand later on if you have to enforce that and you don't have that that email or you don't have the letter indicating what you thought confidential information is then there might be a legitimate dispute about hey what was this what was the appropriate disclosure what was protected and what wasn't so it's very important to follow up with what you think the confidentiality agreement is then finally the length of the same secrecy obligation you'll find in a lot of agreements that they say the length of the secrecy obligation is three years or seven years or something like this let me ask you a question do you know that one of the most famous trade secrets of all time is the formula to coca-cola do you realize that the formula to coca-cola albeit it's been modified has been around for a hundred years or more what if the inventors of coca-cola had signed a confidentiality agreement that limited the term of the confidentiality obligation to three or five or even seven years