Confidentiality Agreement (NDA)
The agreement below offers protection to your idea when you disclose it to us, even if you have not applied for a patent. Please read it carefully. If you do not understand it please consult with a professional legal adviser. The Agreement its activated when you submit your invention.
We look forward to learning about your invention!
Mike Marks
President
Invention City, Inc.
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AGREEMENT TO KEEP INFORMATION CONFIDENTIAL
This Agreement to Keep Information Confidential is made and entered into by and between you, the discloser of an invention idea ("Inventor") and Invention City, Inc., a Massachusetts corporation ("Reviewer"). This Agreement becomes effective as of the date and time Inventor electronically accepts it and submits the Product through Reviewer's system (the "Effective Date").
1. Inventor represents that Inventor has developed the idea disclosed hereunder (the "Product") or is otherwise legally authorized to disclose it to Reviewer and enter into this Agreement. Inventor wishes to disclose information concerning the Product to Reviewer for evaluation of a possible business relationship. The written, graphic, electronic, and tangible information covered by this Agreement is referred to as "Confidential Information." This Agreement also covers related improvements or additional information concerning the Product that Inventor submits to Reviewer within one year after the Effective Date. Information submitted more than one year after the Effective Date will require a new or updated agreement between the parties. Reviewer's confidentiality obligations for all information covered by this Agreement expire three years after the Effective Date.
2. Reviewer will hold in confidence all Confidential Information included in Inventor's initial submission or subsequently disclosed to Reviewer during the period specified in Section 1 and shall not directly or indirectly disclose such information to others except as permitted by this Agreement or expressly authorized by Inventor. Reviewer will protect the Confidential Information using reasonable care and at least the same degree of care it uses to protect its own similarly sensitive confidential and proprietary information. In evaluating the Confidential Information, Reviewer may use third-party AI services and tools to perform research concerning prior art, patents, design concepts, markets, manufacturing, and related matters. Reviewer's practice is to use paid AI services with model-training or learning features disabled when researching Confidential Information. Reviewer may disclose Confidential Information to its employees, contractors, advisers, affiliates, and service providers who reasonably need the information to assist with the evaluation and who are subject to confidentiality obligations or duties. Reviewer will exercise reasonable care in providing access to Confidential Information and in communicating applicable confidentiality requirements to such recipients. Reviewer may use the Confidential Information solely to evaluate and explore a possible business relationship concerning the Product and to perform related research and analysis. Inventor understands that Reviewer evaluates numerous products and may possess, receive, develop, or evaluate information or products similar to the Product; similarity alone does not establish that Reviewer used or disclosed Inventor's Confidential Information, but nothing in this paragraph excuses a breach of this Agreement. To avoid misunderstanding, all Confidential Information shall be written (either by text or graphic) or tangible; orally transmitted information is not included by this Agreement. Because a substantial part of the value inventors typically convey happens on calls or in conversation, Inventor is strongly encouraged to confirm in writing any details discussed orally in order to bring that information under the protection of this Agreement. Inventor will make clear and keep a record of what information Inventor has disclosed to Reviewer.
3. Inventor retains all rights to the Product and Confidential Information. Nothing in this Agreement, and no review or evaluation of the Confidential Information by Reviewer, obligates Reviewer to license, partner with, compensate, pursue, or otherwise act on behalf of Inventor with respect to the Product.
4. This Agreement does not apply to information that Reviewer can demonstrate: (a) was lawfully known to Reviewer without restriction before its disclosure by Inventor; (b) was publicly available at the time of disclosure or later becomes publicly available through no fault of Reviewer; (c) is publicly disclosed by Inventor; (d) is lawfully received by Reviewer from a third party without a duty of confidentiality; or (e) is independently developed by Reviewer without use of or reference to the Confidential Information. Reviewer may disclose Confidential Information to the extent required by applicable law, subpoena, or court or governmental order. To the extent legally permitted, Reviewer will provide Inventor with reasonably prompt written notice so that Inventor may seek a protective order or other appropriate remedy.
5. Except for the limited rights expressly granted in this Agreement, this Agreement does not give either Inventor or Reviewer any ownership or other rights in information or property owned by the other.
6. Reviewer does not accept physical prototypes or other tangible materials from Inventor except where prior arrangements have been made in writing between Inventor and Reviewer. Any tangible materials accepted under such an arrangement remain subject to the confidentiality obligations of this Agreement, and their return or destruction will be handled as set out in that arrangement. Upon Inventor’s written request after Reviewer determines that it will not pursue a business relationship concerning the Product, Reviewer will use reasonable efforts to delete or destroy reasonably accessible copies of the Confidential Information. Reviewer may retain copies maintained for legal, compliance, recordkeeping, or routine backup purposes. Any retained copies remain subject to the confidentiality obligations of this Agreement until those obligations expire under Section 1.
7. This Agreement, together with any such prior written arrangements referenced in Section 6, constitutes the entire agreement between Inventor and Reviewer regarding the Confidential Information and supersedes any prior or contemporaneous understandings on that subject. The version of this Agreement accepted by Inventor as of the Effective Date governs and remains in effect notwithstanding any later changes to the form of Agreement Reviewer may use for other submissions.
8. Reviewer may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, without Inventor's consent. Inventor may not assign this Agreement without Reviewer's prior written consent, except by operation of law or together with an assignment of all of Inventor's rights in the Product, upon written notice to Reviewer.
9. This Agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict-of-laws principles. Before commencing a legal proceeding, a party shall provide the other party with written notice describing the dispute, and the parties shall attempt in good faith to resolve it informally for thirty days. The parties may also agree to attempt mediation, with the mediator's fees shared equally unless otherwise agreed. The thirty-day notice and informal-resolution requirement does not prevent either party from seeking immediate temporary or injunctive relief when reasonably necessary to prevent unauthorized use or disclosure of Confidential Information. Any legal proceeding arising out of or relating to this Agreement shall be brought exclusively in the state courts located in Barnstable County, Massachusetts, or, if federal jurisdiction exists, in the United States District Court for the District of Massachusetts. Each party consents to the personal jurisdiction of those courts. Each party shall bear its own attorneys' fees and expenses except as otherwise provided by applicable law or ordered by the court.
By checking the acceptance box and clicking "Submit," Inventor acknowledges having read and agreed to this legally binding Agreement. Inventor has been encouraged to consult with advisers of Inventor's choice before accepting it.
Inventor: The person identified in the accompanying electronic submission
Effective Date: The electronic acceptance and submission timestamp recorded by Reviewer
Rev 9-10-26
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Frequently Asked Question:
Can you steal my idea after three years?
If you do not understand our Confidentiality Agreement and its limitations, you should seek the advice of a lawyer.
Here's how we see the question from a business perspective:
Three years is pretty standard for a confidentiality agreement (also known as a NDA or Non Disclosure Agreement) and provides a longer period of protection than a provisional patent application, which lasts for only one year.
You can learn more about our views on confidentiality agreements and patents at the following links (business perspective, not legal advice):
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