NDA's are used in the business world as an agreement between parties to protect the confidentiality of an idea, invention, business plan etc. It can be the best option to protect your work from someone misusing it without your consent. It does not offer the same level of protection as a formal patent but is a good tactic to use when discussing/communicating your work to others.
For the NDA, you will need to make some general changes. Your name, address, phone number and email are all filled in at the top. As well as the consultant's email and phone. The date will most likely need to be changed, unless you are using the form today.
You will need to type in the state you are residing in at the bottom of the document (last paragraph). Your name and title and the Consultant's name and title. They should sign in the blank space after it says by: C o n s u l t a n t ' s N a m e.
By the way, anytime I used spacing it just represented when something was to be filled in.
Sample Agreements on LuminousBI.blogspot.com provided for free. This site takes no responsibility for any consequences that result from your decision to use sample agreements.
Monday, December 27, 2010
Sample NDA
NON-DISCLOSURE AGREEMENT
This Agreement is made this __27___ day of ____December_________, __2010___, by and between Y O U R N A M E H E R E (Company Name or Potential Name), with its principal place of business at A D D R E S S H E R E, e-mail: ______ , Tel : _____, and (C O N S U L T A N T) email: ________, phone: ________and the parties here to agree hereby as follows:
1. To further the potential business relationship between themselves, each party may find it necessary and desirable to disclose to the other party certain confidential information both oral and written pertaining to its technology, discoveries, ideas, concepts, know-how, designs, specifications, marketing plans, and other technical, financial, business plans and strategies. Specifically the parties maybe disclosing certain highly valuable, confidential and proprietary information including information relating to its vendors and relationships and information associated with its technology, plans and strategies (all such information is collectively referred to hereinafter as the "Confidential Information").
2. Neither party shall directly or indirectly reveal, publish, disclose, transfer or communicate any of the Confidential Information to any third party. Neither party shall use such Confidential Information for any purpose other than the limited purposes described in this Agreement.
3. Each party shall take all reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, to keep confidential the Confidential Information. Neither party shall use the Confidential Information nor circulate it within its own organization except as on a need-to-know basis and to the extent necessary for discussions and consultations with personnel or authorized representatives of the other party regarding the Confidential Information.
4. Upon discovery of any unauthorized possession, use or knowledge of any of the Confidential Information, the receiving party shall immediately notify the disclosing party of the same, and shall cooperate with the disclosing party to regain possession or prevent further unauthorized use of the Confidential Information. If such unauthorized possession or use of the Confidential Information is the result of the negligence of the receiving party or of any breach by the receiving party of the terms of this Agreement, the receiving party, at its own expense, take all reasonable actions, including if likely to be effective, court proceedings, to recover possession of, or (as the case may be) to prevent further unauthorized use or disclosure of the Confidential Information.
5. Upon demand each party shall return to the other any originals, duplicates, copies, reproductions and summaries of Confidential Information received from the other.
6. All Confidential Information is and shall remain the property of the disclosing party. By disclosing such information each party does not grant to the other any express or implied right to or under any of its patents, copyrights, trademarks or trade secret information.
7. Neither party shall have an obligation to preserve the confidential or proprietary nature of any information which:
a. was already known to the receiving party free of any obligation to keep it confidential at the time of its disclosure by the disclosing party as evidenced by its written records prepared prior to such disclosure; or
b. is, or becomes, publicly known through no wrongful act of the receiving party to which the information was disclosed; or
c. is rightfully received from a third person or company having no direct or indirect secrecy or confidential obligation with respect to such information; or
d. is disclosed to a third person by the disclosing party without similar confidentiality restrictions on such third person’s rights; or
e. is approved for release by written authorization of the disclosing party.
8. Subject to the limitation set forth in this Agreement, this Agreement shall inure to the benefit of and be binding upon the parties hereto, their successors and assigns.
9. All obligations created by this Agreement shall survive change or termination of the parties’ business relationship.
10. The receiving party shall defend, hold harmless and indemnify the disclosing party for any liability, loss, claims, or damage of any kind, including reasonable attorney’s fees, incurred by the disclosing party as a result of any disclosure or use of any Confidential Information in violation of the provisions of this Agreement.
11. This Agreement shall be governed by the laws of the State of ______and contains the full and complete understanding of the parties with the respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written.
IN WITNESS WHEREOF, the parties have executed this Non-Disclosure Agreement as of the date first above written.
Y O U R N A M E H E R E
By:
Name:
Title:
Date: ____December 27, 2010________
C O N S U L T A N T:
By: ________________________
Name: ________________________
Title: _______________________
Date: ____December 27, 2010________
This Agreement is made this __27___ day of ____December_________, __2010___, by and between Y O U R N A M E H E R E (Company Name or Potential Name), with its principal place of business at A D D R E S S H E R E, e-mail: ______ , Tel : _____, and (C O N S U L T A N T) email: ________, phone: ________and the parties here to agree hereby as follows:
1. To further the potential business relationship between themselves, each party may find it necessary and desirable to disclose to the other party certain confidential information both oral and written pertaining to its technology, discoveries, ideas, concepts, know-how, designs, specifications, marketing plans, and other technical, financial, business plans and strategies. Specifically the parties maybe disclosing certain highly valuable, confidential and proprietary information including information relating to its vendors and relationships and information associated with its technology, plans and strategies (all such information is collectively referred to hereinafter as the "Confidential Information").
2. Neither party shall directly or indirectly reveal, publish, disclose, transfer or communicate any of the Confidential Information to any third party. Neither party shall use such Confidential Information for any purpose other than the limited purposes described in this Agreement.
3. Each party shall take all reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, to keep confidential the Confidential Information. Neither party shall use the Confidential Information nor circulate it within its own organization except as on a need-to-know basis and to the extent necessary for discussions and consultations with personnel or authorized representatives of the other party regarding the Confidential Information.
4. Upon discovery of any unauthorized possession, use or knowledge of any of the Confidential Information, the receiving party shall immediately notify the disclosing party of the same, and shall cooperate with the disclosing party to regain possession or prevent further unauthorized use of the Confidential Information. If such unauthorized possession or use of the Confidential Information is the result of the negligence of the receiving party or of any breach by the receiving party of the terms of this Agreement, the receiving party, at its own expense, take all reasonable actions, including if likely to be effective, court proceedings, to recover possession of, or (as the case may be) to prevent further unauthorized use or disclosure of the Confidential Information.
5. Upon demand each party shall return to the other any originals, duplicates, copies, reproductions and summaries of Confidential Information received from the other.
6. All Confidential Information is and shall remain the property of the disclosing party. By disclosing such information each party does not grant to the other any express or implied right to or under any of its patents, copyrights, trademarks or trade secret information.
7. Neither party shall have an obligation to preserve the confidential or proprietary nature of any information which:
a. was already known to the receiving party free of any obligation to keep it confidential at the time of its disclosure by the disclosing party as evidenced by its written records prepared prior to such disclosure; or
b. is, or becomes, publicly known through no wrongful act of the receiving party to which the information was disclosed; or
c. is rightfully received from a third person or company having no direct or indirect secrecy or confidential obligation with respect to such information; or
d. is disclosed to a third person by the disclosing party without similar confidentiality restrictions on such third person’s rights; or
e. is approved for release by written authorization of the disclosing party.
8. Subject to the limitation set forth in this Agreement, this Agreement shall inure to the benefit of and be binding upon the parties hereto, their successors and assigns.
9. All obligations created by this Agreement shall survive change or termination of the parties’ business relationship.
10. The receiving party shall defend, hold harmless and indemnify the disclosing party for any liability, loss, claims, or damage of any kind, including reasonable attorney’s fees, incurred by the disclosing party as a result of any disclosure or use of any Confidential Information in violation of the provisions of this Agreement.
11. This Agreement shall be governed by the laws of the State of ______and contains the full and complete understanding of the parties with the respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written.
IN WITNESS WHEREOF, the parties have executed this Non-Disclosure Agreement as of the date first above written.
Y O U R N A M E H E R E
By:
Name:
Title:
Date: ____December 27, 2010________
C O N S U L T A N T:
By: ________________________
Name: ________________________
Title: _______________________
Date: ____December 27, 2010________
Saturday, December 25, 2010
Business Plan
Writing a business plan can be a fun process. It can also seem overwhelming at first. Give yourself plenty of time to write your business plan and get your thoughts out on paper. If you are serious about your potential business then start writing the plan now. Even writing a "mini plan" may be a good way to start. Possibly writing a short paragraph for each element or section.
A typical business plan will be the "guide" of running your business. You should consider re-writing your plan a few times before you approach investors, banks, friends or family (if you are seeking funds for your venture). There will most likely be some issues that come up when writing the plan that you haven't considered previously.
Having your business plan reviewed by someone you trust and with experience is always a huge plus. I wrote a first draft of my business plan for my potential web based venture about two months ago. I made various changes and added information after presenting to my entrepreneurial training class. There was a wealth of information I didn't have in the first draft that was in the second draft. There will be a post on resources for help writing and reviewing a business plan.
The most important element of the plan is typically your Executive Summary. This will summarize your entire plan, touching on the highlights. It will be the first thing that people read and needs to grab their attention. Many business people will recommend that you write this section last. Another crucial element is the Cash Flow Projections. Cash Flow forecasting is an essential tool for entrepreneurs to estimate where their company will be financially over a specific period of time. There will be more sections on the rest of the business plan and summaries of what each section should cover....
A typical business plan will be the "guide" of running your business. You should consider re-writing your plan a few times before you approach investors, banks, friends or family (if you are seeking funds for your venture). There will most likely be some issues that come up when writing the plan that you haven't considered previously.
Having your business plan reviewed by someone you trust and with experience is always a huge plus. I wrote a first draft of my business plan for my potential web based venture about two months ago. I made various changes and added information after presenting to my entrepreneurial training class. There was a wealth of information I didn't have in the first draft that was in the second draft. There will be a post on resources for help writing and reviewing a business plan.
The most important element of the plan is typically your Executive Summary. This will summarize your entire plan, touching on the highlights. It will be the first thing that people read and needs to grab their attention. Many business people will recommend that you write this section last. Another crucial element is the Cash Flow Projections. Cash Flow forecasting is an essential tool for entrepreneurs to estimate where their company will be financially over a specific period of time. There will be more sections on the rest of the business plan and summaries of what each section should cover....
Get Your Business Plan Reviewed
There are a handful of ways you can have your business plan reviewed. You could set up some time with a family member or friend if you feel comfortable. If you feel they can read the plan and give feedback objectively then go for it. If someone you know has experience in the field you are interested in pursuing a venture in they may be ideal.
There are a couple agencies that you can reach out to to discuss your business plan. Locate your local SCORE (Service Corps of Retired Executives) office or SBDC (Small Business Development Center). These two agencies are part of the Small Business Administration and will most likely meet with you, one on one, in person to go over your plan.
http://www.score.org/
http://www.sba.gov/
If you do not have a business plan but have an idea, SCORE and SBDC are still great resources. They can meet with you to go over your idea(s) in a confidential manner, giving you advice and what your next steps should be. You may be able to meet with multiple mentors and advisors. Some may hold a discussion over the phone, by email, in person or all three.
Also, contacting your local Chamber of Commerce may not be a bad idea. It is a good way to create contacts and meet new people. They may be able to provide you with a mentor and offer training programs. They may also be able to introduce you to key people in your area who already run a business in your potential field.
There are a couple agencies that you can reach out to to discuss your business plan. Locate your local SCORE (Service Corps of Retired Executives) office or SBDC (Small Business Development Center). These two agencies are part of the Small Business Administration and will most likely meet with you, one on one, in person to go over your plan.
http://www.score.org/
http://www.sba.gov/
If you do not have a business plan but have an idea, SCORE and SBDC are still great resources. They can meet with you to go over your idea(s) in a confidential manner, giving you advice and what your next steps should be. You may be able to meet with multiple mentors and advisors. Some may hold a discussion over the phone, by email, in person or all three.
Also, contacting your local Chamber of Commerce may not be a bad idea. It is a good way to create contacts and meet new people. They may be able to provide you with a mentor and offer training programs. They may also be able to introduce you to key people in your area who already run a business in your potential field.
Business Plan Elements
There are a lot of different sample element layouts. Here is one...
Sunday, December 5, 2010
Provisional Application for Patent
A Provisional Application is a solution for inventors and entrepreneurs who have a new invention but don't have the money to pay a patent attorney to file a Non-Provisional Patent. A Provisional Application is basically a "place holder" for a filing date for a traditional patent. Although it is not a formal patent it can allow you to use the phrase "Patent Pending" with your invention when selling or marketing it. Inventors can start to sell their product and raise funds to file a more formal Non-Provisional Application. You are given one year from the filing date of the Provisional Application before you have to file for a Non-Provisional (formal patent). This allows you to take advantage of the priority your patent would be given from filing the Provisional . There are differences in the Provisional Application and Non-Provisional Application with a major one being that there are no claims in a Provisional. These are numbered descriptions of what should be protected by the patent.
Filing a Provisional costs a little over $100 (if you file yourself) and you can find the form to file it on the United States Patent and Trademark Office's website (Form 16). You can hire an attorney to file your Provisional for you, which has it's benefits.You should expect to pay well over $100 but should still be significantly less than filing a formal Non-Provisional with an attorney. I've heard of people paying around $500 for filing a Provisional and talked to Intellectual Property firms that could do it for around $750.
It is possible to file a Provisional Application without the help of an attorney. Although you may want to at least consult with one about your potential invention before filing. The USPTO also has a help service. There is an automated system with information if you call but there are also people you can talk to during their regular hours. (8:30 am to 5 pm Eastern) Mon-Fri
1-800-786-9199 (toll-free); 571-272-1000 (local)
Find the Provisional Application here...
http://www.uspto.gov/forms/index.jsp#patent PTO/SB/16
Filing a Provisional costs a little over $100 (if you file yourself) and you can find the form to file it on the United States Patent and Trademark Office's website (Form 16). You can hire an attorney to file your Provisional for you, which has it's benefits.You should expect to pay well over $100 but should still be significantly less than filing a formal Non-Provisional with an attorney. I've heard of people paying around $500 for filing a Provisional and talked to Intellectual Property firms that could do it for around $750.
It is possible to file a Provisional Application without the help of an attorney. Although you may want to at least consult with one about your potential invention before filing. The USPTO also has a help service. There is an automated system with information if you call but there are also people you can talk to during their regular hours. (8:30 am to 5 pm Eastern) Mon-Fri
1-800-786-9199 (toll-free); 571-272-1000 (local)
Find the Provisional Application here...
http://www.uspto.gov/forms/index.jsp#patent PTO/SB/16
Friday, December 3, 2010
Patents 101
USPTO's definition of a patent...
A patent is an intellectual property right granted by the Government of the United States of America to an inventor “to exclude others from making, using, offering for sale, or selling the invention throughout the United States or importing the invention into the United States” for a limited time in exchange for public disclosure of the invention when the patent is granted.
"The only thing that keeps us alive is our brilliance. The only way to protect our brilliance is our patents."
- Edwin H. Land
A patent is an intellectual property right granted by the Government of the United States of America to an inventor “to exclude others from making, using, offering for sale, or selling the invention throughout the United States or importing the invention into the United States” for a limited time in exchange for public disclosure of the invention when the patent is granted.
"The only thing that keeps us alive is our brilliance. The only way to protect our brilliance is our patents."
- Edwin H. Land
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