• Menu
  • Skip to right header navigation
  • Skip to main content
  • Skip to primary sidebar
  • Skip to footer

Before Header

FREE 20 MINUTES CONSULTATION for Technology and Media Companies – Find out more

Call us today  0131 222 2939

  • E-mail
  • LinkedIn
  • Twitter

BTO Becreative

BTO's Music & Creative Industries Team

  • HOME
  • EXPERTISE
  • TEAM
  • BLOG
  • CONTACT US
  • Search
  • HOME
  • EXPERTISE
  • TEAM
  • BLOG
  • CONTACT US
  • Search

Mobile Menu

Call Us Now

Find out how our law firm can help you.

0131 222 2939

  • LinkedIn
  • Twitter

Keeping Secrets – The Benefits of Good Confidentiality Agreements

August 22, 2022 //  by BTO Becreative Team//  Leave a Comment

Confidentiality or non-disclosure agreements (NDAs) often get bad press, perceived by many as a way of buying the silence of those privy to the unlawful or unethical acts of others. However, NDAs are entirely legal and, in the world of intellectual property, should be seriously considered as one of the most economic and effective means of protecting intellectual property rights.

Recording ideas

Some types of intellectual property will gain protection at the point, or shortly after creation – as soon as text for a novel is written or a photograph is taken, those works will be protected by copyright. Trickier issues can arise in relation to projects which start as an idea, particularly where the involvement of others is required.

An idea is not protected by any form of intellectual property. To gain protection that idea must be recorded in some form. Until recorded, an idea can be taken and used by others without consent. Innovation generally involves new ideas, and often a period of testing, trial and error and seeking input from others with particular specialist knowledge. This means that there is often period a of time where the idea is refined, before reaching the stage where it could be commercialised.

Some types of intellectual property must be formally registered before protection exists. While trade marks and registered designs are usually capable of registration in a relatively short timescale, patents can often take years before registration is complete. The use of an NDA by a patent applicant is an effective way of ensuring that the knowledge which underpins the patent is protected during the application process and cannot be used by a third party.

Trade secrets

However, NDAs and confidentiality provisions should not just be regarded as a holding measure until registered rights are granted. In many cases, confidentiality agreements are used for generations to ensure the confidentiality of trade secrets. While patents give protection for an invention for the life of the patent, registration involves the publication of the detail and methodology of the invention. On expiry of the registration, that patent then becomes available for all to use freely.

In contrast, confidentiality agreements can continue in perpetuity and in some case can result in much greater economic benefits. For example, one well known cola manufacturer took the decision to keep the recipe for the drink a closely guarded trade secret, protected by confidentiality, rather than apply of a patent which would offer protection only for a limited time.

In these types of situations, it is important to ensure that anyone to whom the idea is disclosed is bound by an NDA which ensures that any information relative to the idea will be kept confidential and will not be disclosed.

The parties to a confidentiality agreement are free to agree the terms of that agreement, including the information to be protected, the duration of the agreement, and the disclosures which may be made. Despite the reputation of NDAs as a gagging measure signed in return for a pay-off, most NDAs which protect intellectual property do not include provisions for payment. More frequently, both parties are likely to gain in terms of future commercial benefits as the idea evolves or the know-how is put to use.

NDAs in the context of seeking funding or investment

While NDAs can be used in the context of dealing with suppliers, manufacturers, retailers and partners in development and production, NDAs can and should also be used where funding or other forms of investment are sought. This allows the owner of the intellectual property to have a more open and frank conversation with potential investors about the value of the project, why it is worth investing in and how returns will be made. The use of these types of agreements is also likely to reassure investors that protection of IP is taken seriously and the project that they invest in will not be developed by a competitor as a result of poor information security.

BTO regularly advises on confidentiality and non-disclosure arrangements and if you require advice, please contact us.

Lynn Richmond, Partner lyr@bto.co.uk / 0131 222 2939

Category: Copyright, Intellectual Property, Trade MarksTag: arts and entertainment, confidentiality agreements, copyright, copyright law, creative industry, Intellectual Property, intellectual property rights, NDAs, non-disclosure agreements, patents, trade marks, trade secrets

You May Also Be Interested In:

“More Valuable than Gold or Oil” – Commercialising your Copyright

Buyer Beware – Copyright and NFTs

Keeping Secrets – The Benefits of Good Confidentiality Agreements

Hook, line and sinker – How Ed Sheeran won in court.

The publishing industry breathes a collective sigh of relief as UK Government maintains UK’s copyright exhaustion regime – for now at least

fashion audience clapping

Are clothing designs too lacking in RAW originality and creativity to be afforded copyright protection?

The-Show-Must-Go-On-v2

“The Show Must Go On”

Sampling in the music industry – a hard Kraft to master

blog-banner

EU Copyright Directive – Is this the answer or will it leave creatives worse off?

View our brochure below or download it here.
Previous Post: « Hook, line and sinker – How Ed Sheeran won in court.
Next Post: Buyer Beware – Copyright and NFTs »

Reader Interactions

Leave a Reply Cancel reply

Your email address will not be published. Required fields are marked *

Primary Sidebar

Keep Up To Date

If you would like to receive BTO BeCreative updates by email CLICK HERE (opens a new email).  See our Privacy Notice for information on how we process your data.

RECENT POSTS

“More Valuable than Gold or Oil” – Commercialising your Copyright

It is reported (25 January 2023) that pop mega-star Justin …

Buyer Beware – Copyright and NFTs

Blockchain, cryptocurrency and NFTs can be divisive. For some …

Keeping Secrets – The Benefits of Good Confidentiality Agreements

Confidentiality or non-disclosure agreements (NDAs) often get …

Hook, line and sinker – How Ed Sheeran won in court.

After an 11-day High Court trial in London, Ed Sheeran has …

The publishing industry breathes a collective sigh of relief as UK Government maintains UK’s copyright exhaustion regime – for now at least

In the summer of 2021, the Intellectual Property Office (“IPO”) …

Footer

Our Team

  • Paul Motion
  • Lynn Richmond
  • Lauren McFarlane

Our Offices

BTO Solicitors LLP
Edinburgh: 0131 222 2939
One Edinburgh Quay
Edinburgh, EH3 9QG
Glasgow: 0141 221 8012
48 St. Vincent Street
Glasgow, G2 5HS

Our Expertise

Find out more about our legal services to the creative industries.
Learn More →

Newsletter

Sign up to receive BTO BeCreative updates by email CLICK HERE (opens a new email).   See our Privacy Notice for information on how we process your data.

  • E-mail
  • LinkedIn
  • Twitter

© 2023 BTO Solicitors LLP · All Rights Reserved · Privacy Notice · Cookie Policy · Terms & Conditions· Anti-Money Laundering Policy

Manage Cookie Consent
We use cookies to optimize our website and our service.
Functional Always active
The technical storage or access is strictly necessary for the legitimate purpose of enabling the use of a specific service explicitly requested by the subscriber or user, or for the sole purpose of carrying out the transmission of a communication over an electronic communications network.
Preferences
The technical storage or access is necessary for the legitimate purpose of storing preferences that are not requested by the subscriber or user.
Statistics
The technical storage or access that is used exclusively for statistical purposes. The technical storage or access that is used exclusively for anonymous statistical purposes. Without a subpoena, voluntary compliance on the part of your Internet Service Provider, or additional records from a third party, information stored or retrieved for this purpose alone cannot usually be used to identify you.
Marketing
The technical storage or access is required to create user profiles to send advertising, or to track the user on a website or across several websites for similar marketing purposes.
Manage options Manage services Manage vendors Read more about these purposes
View preferences
{title} {title} {title}