NDAs as Collaboration Tools

At the Ethical Collaboration Association, we believe that non-disclosure agreements are a way to build collaborative relationships.

In fact, NDAs are the most basic agreement used in business.  Whenever two companies begin to get serious about doing business together, they typically do an NDA as they develop trust and as they see a path forward.  Over time, they might do a supplier agreement, start a joint venture, or just do a project together.  But it all starts with an NDA.

An NDA is really about trust.  If you don’t trust someone, an NDA is not going to make them trustworthy.  An NDA is only worth doing IF you already trust someone.

In any business interaction where you use an NDA, there are opportunities to get the other party’s input – or for you to help the other party.  This can be innocuous, such as suggesting a different approach to their pricing structure, or it can be rather substantial, such as suggesting a new feature that would make their product much better.

In many cases, these interactions happen innocently, and the more the creative juices begin to flow, the better the ideas become.

But most NDAs do not cover anything about collaboration.

The Ethical NDAs do cover collaboration.  In fact, all of the Ethical NDAs adhere to the three major principles of the Ethical Collaboration Association.  The principles are:

  1. Respect for intellectual property – our own and others.
  2. When we choose to help someone, we do so freely and without strings.
  3. We use mediation and arbitration – not the court system – to settle our disputes.

These three pillars are the foundation of a good working relationship, and they are in every one of our Ethical NDAs.

Some Ethical NDAs are not actually NDAs.  In fact, there are some instances where you do NOT want a non-disclosure agreement.  We use these types of agreements with open forum meetings, such as mastermind meetings where the public is invited.

Some Ethical NDAs have strict non-disclosure provisions.  These are where you need to keep your intellectual property private, such as when you are dealing with sensitive client information, HIPPA compliance, or when you might need to protect your IP with patents.

All of the Ethical NDAs include some sort of Collaboration Provision.

The Collaboration Provisions, like the NDA provisions, are designed for different use cases.

Some interactions are lightweight and very transitory, or they might not work when the participants are burdened by heavy IP agreements.  In these cases, we recommend a lightweight Collaboration Provision that gives a non-exclusive license for ideas that come from collaboration.  Other situations are more intense, with monetary or other obligations.  These relationships might have a Collaboration Provision that can include assignment clauses.

The Collaboration Provisions set the tone for the relationship.

A Collaboration Provision says that you are willing to share your ideas with the other party.  You are coming to the table expecting to collaborate.  You expect to help the other party, and you are committing to the same rules as you ask of them.

We use the Ethical NDA in our business relationships, typically with a prospective client who might be seeking our services.  Overwhelmingly, the prospective clients love the agreement and not only does it put their mind at ease, it sets up the relationship for success.  They know that when we engage them, our goal is to help them succeed.

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