Q What are the different types of confidentiality agreements? A There are two types of confidentiality agreements: 1. One-way (or Unilateral) Confidentiality Agreements 2. Two-way (or Mutual) Confidentiality Agreements
Q What are the other types of agreements that that typically contain confidentiality, limited use, and/or intellectual property provisions? A Besides confidentiality agreements, there are several types of legal agreements and clauses within such legal agreements that can be put in place to secure intellectual property rights. These include, but are not limited to: • Consultant Services Agreements • Research Agreements • Analytical Services Agreements • Evaluation Agreements • Joint Development (Collaboration) Agreements • Manufacturing Agreements • License Agreements • Employee/Contractor/Temporary Worker Agreements All of these different types of agreements have specific uses for certain types of relationships and subject matter. For example, for manufacturing agreements, the owner of confidential information should be mindful of potential improvements made by the manufacturer as a result of being exposed to the confidential information. In such an agreement, the owner of the confidential information may want to consider a clause requiring the manufacturer to assign the rights in any improvements to the owner.
A one-way confidentiality agreement is common between businesses and suppliers, vendors, and consultants. Typically, a one-way confidentiality agreement provides obligation of confidentiality and non-use only to the recipient of the information. One-way agreements provide maximum flexibility and no reciprocal obligations of confidentiality or limited use. Often the default because of the “mirror image” terms, two- way confidentiality agreements anticipate both parties sharing confidential information. These agreements should be reviewed with care. They should not be offered or accepted if information should only flow in one direction because it may place an undue burden on a party that has no legitimate interest to receive or protect the other party’s information. When determining the correct type of confidentiality agreement for a particular situation, it is important to remember that inaccurate or inadequate identification of a party may result in an unenforceable agreement or leave a party without recourse under the agreement.
IP ESSENTIALS: CONFIDENTIALITY AGREEMENTS
46
47
Made with FlippingBook HTML5