Craft Focus - December 2021/January 2022 (Issue 88)

82 Essential agreements Dids Macdonald, CEO of Anti Copying in Design (ACID), looks at IP agreements and why they’re necessary Sometimes in the busy world in which we trade, it is easy to skip over the importance of the formality of agreements especially where intellectual property is at stake. In the first of a series, Dids Macdonald, CEO of ACID, discusses the importance of Confidentiality Agreements, sometimes referred to as NonDisclosure Agreements or NDAs. When things go wrong, which sometimes they do, it is good to be able to rely on the small print. Agreements don’t have to be complicated by legal jargon, only correct wording to ensure that what you want to protect is formalised on a piece of paper signed by the relevant parties. What is a confidentiality or non-disclosure agreement (NDA) – A confidentiality agreement is a legally binding contract between two or more people in which a person or business promises to treat specific information as a trade secret and promises not to disclose the secret to others without proper authorisation. The subject of the agreement requires that information conveyed will be maintained in secrecy. Why do you need one? – The purpose of a confidentiality agreement is to protect business information/designs/concepts you share with third parties and/or employees from being shared with people for a designated period. To be valid it must be dated and signed by both parties. What does it protect? – Your proprietary information (or trade secrets, for example new designs/prototypes or other confidential information) from being shared with third parties without your permission e.g., anyone who is privy to your confidential information could potentially share that information with your competitors or could use the information to become a competitor. When is it used? For example, if you are working collaboratively with a third party to discuss your designs or manufacturing aspects of your designs or when discussing a new idea. You may be showing new designs to a potential buyer so it’s always good to record the meeting by asking for a confidentiality agreement to be signed. They are an essential requirement for new employees. Tips • If there is resistance to a third party signing a confidentiality agreement, you must ask yourself, why? • You should never rely on an oral agreement because it is very difficult to prove an agreement exists unless it is in writing. • The ACID Confidentiality Agreement is a standard form precedent, into which you should enter the relevant details as appropriate and should be stored onto your computer for you to be able to re-use. • Please read the Agreement carefully and check it meets your needs. Note that it should be put on to your company letterhead paper. • It is important to identify in the Agreement any information