Isn't A Normal NDA Good Enough?

Question

Accepted Answer

No.  Normal Non-Disclosure Agreements have their purpose, but fail in one important feature:

There is no IP transfer element.

Take an example of an entrepreneur who has a supplier sign an NDA.  The entrepreneur got a patent before he went to the supplier, so he was doubly protected.  However, as the supplier started working on the project, the supplier's engineer came up with a couple suggestions that improved the manufacturing.  When the entrepreneur went to get a patent on the improvement, he was stuck.  The inventor on the improvement was the supplier's engineer.  Legally, the supplier's work product might be considered a "work for hire," but because of the lack of an IP transfer agreement, the ownership of the improvement might still lie with the supplier.

The inventor didn't own the improvement that the supplier suggested.

The Ethical Collaboration Community Agreement would have prevented this situation from occurring.  And, no, a normal NDA is not good enough.

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Isn’t A Normal NDA Good Enough?

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