What Is a Patent & Invention NDA?
A patent & invention NDA is a legal agreement that keeps your invention confidential when you share it with others. It sets rules for how the receiving party can use and protect your information during discussions. It helps you safely share ideas, designs, or prototypes, but it doesn’t give you ownership or patent rights.
Once your idea is publicly shared, it may affect your ability to patent it. A patent can give you exclusive rights for about 20 years in the US, so it’s important to protect your idea before discussing it with others.
When Should You Use an NDA for an Invention?
Use an NDA for an invention before you share any details with someone outside your business, even in early conversations. Sign it before you share anything, not after. You’ll usually need one in situations like these:
- Talking to companies, manufacturers, or investors. You may need to explain your idea to move things forward
- Sharing a prototype, design, or concept. These details can be copied if they aren’t protected
- Hiring developers or product designers. They’ll need access to your idea to build or refine it
- Exploring partnerships or licensing deals. You’re sharing your idea so others can evaluate or use it
For example, if you’re pitching a product idea to a manufacturer, you may need to walk through how it works and how it’s made. Without an NDA in place, they could use that information without your permission. You can use Legal Templates to put an agreement in place before those conversations start.
Before you start sharing or filing, search Google Patents to check for existing inventions. If your idea is new, you can apply for a patent through the United States Patent and Trademark Office (USPTO) to protect it.
What to Include in an Invention NDA
An invention NDA should clearly define what you’re sharing and what the other party can and can’t do with it. It sets the ground rules before any details leave your hands.
- Why you’re sharing the invention: Explain the purpose, like reviewing an idea, prototype, design, or technical concept.
- The length of the NDA: Use a timeframe, usually 2-5 years, with longer terms for early-stage or unpatented ideas.
- What happens after it ends: Confirm if confidentiality continues, especially for sensitive invention details.
- Who is sharing the idea: Include the inventor or company’s full legal name and contact details.
- Who is reviewing the invention: Include the receiving party, such as a manufacturer or developer.
- What information stays confidential: Cover concepts, designs, prototypes, technical specs, processes, and related business details.
- How the information can be used: Keep it to evaluation or discussion only, with no copying, building, competing, or sharing without permission.
- Which laws apply: Choose the governing law in case of disputes.
- When the NDA starts: Confirm the effective date so protection begins before anything is shared.
Each section works together to limit how your invention is used and who can access it once you start sharing details.
If You’re Working With Developers or Partners
When someone else is helping you build or develop your invention, an NDA only covers what you share in conversations, so it keeps your idea private but doesn’t decide who owns what gets created.
Ownership needs to be handled separately. Without a clear written agreement, the person you’re working with could end up owning part or all of the invention, even if the idea started with you. To avoid that, use a written agreement, like a confidential information and invention assignment agreement, to confirm who owns the final invention before any work begins.
Without clear ownership terms, rights can go to someone else. For example, in Stanford v. Roche, a researcher signed an agreement that gave another company ownership of the invention, and the court upheld it even though he worked elsewhere.
Sample Patent & Invention NDA
View a sample patent & invention NDA to see how it works and what it includes. Then customize your template and download it in Word and PDF.
