When you record your idea in a BOIP i-DEPOT, it is date-stamped. That is legal proof that your creation existed on a certain date. If you want to share your idea with other parties, for example with potential investors or partners, it is wise to enter into a non-disclosure agreement (NDA) with them.
What is an NDA?
An NDA is a confidentiality agreement signed by both parties. In the NDA, you set out the conditions under which you are willing to share your idea, for example what can and cannot be done with confidential information the parties share and what the consequences are if the other party violates those conditions.
BOIP gives you the opportunity to create an NDA online linked to your specific i-DEPOT. This makes it clear that you are taking measures to maintain the confidentiality of the contents of your i-DEPOT, which can be a wise step in the case of a trade secret.
The NDA will serve as an additional aid in the event of a dispute. Unfortunately, we can't guarantee that you would win a dispute thanks to your NDA. The fact of the matter is that the outcome of such a dispute will depend on a number of factors, over which BOIP has no control, e.g. how original your idea is and whether it is available to the public. However, we can guarantee that an NDA and an i-DEPOT can strengthen your position in the event of a dispute.
The benefits of an NDA
An i-DEPOT provides you with dated legal proof. The NDA serves as an additional aid in the event of a dispute.
You remain in control when you share your idea with others.
You make clear the conditions governing your dealings to potential partners or investors. The conditions are pre-set in the BOIP NDA.
You can negotiate more freely with financial or business partners.
- An NDA, in combination with an i-DEPOT, is also a useful tool for protecting trade secrets.
How does it work?
The NDA that you can create through BOIP includes a number of standard clauses that are customary in such agreements, such as a definition of confidential information, the parties' obligations to keep such information secret, and the exceptions thereto.
You can enter a number of details yourself, such as the name of the other party and the (financial) consequences of violating the clauses. It then falls to you to have the other party sign the agreement and upload the signed version yourself in My BOIP.
What is the added value of a BOIP NDA?
BOIP's i-DEPOT gives entrepreneurs and inventors the opportunity to date stamp their idea, thus providing them with legal proof that their creation existed on a specific date. By entering into a Non-Disclosure Agreement (NDA), linked to a specific i-DEPOT, you place yourself in a stronger position in the event of a dispute. If the other party later divulges your confidential information, you will be able to prove that they breached an NDA. The weight afforded that evidence may vary depending on the situation and will assessed by the relevant court, in combination with any other evidence.
A BOIP NDA contains standard clauses on confidentiality and the penalty that is to apply in the event of violation. However, an NDA does not guarantee that the other party will fully comply with their obligations. The parties therefore agree that if a party does divulge confidential information, it will be liable to pay a fine. BOIP is responsible neither for the content, nor for the enforceability of the agreement.
If you would like advice on entering into non-disclosure agreements with (potential) partners or investors, please contact an IP professional.
Enter the details of your NDA, for example the nature of your dealings with the other party.
You also specify the law of which country will apply. This allows you to state in which country and before which court you wish to have any dispute settled.
Country of applicable law: The Netherlands
Competent court: The Hague.
Then, enter your details and those of the party you want to enter into the NDA with.
Download and save the NDA. You can rename the file yourself.
Have the other party sign the NDA.
You can then upload the signed version yourself:
- Go to My BOIP
- Select "My i-DEPOTs"
- Go to the i-DEPOT for which you have created an NDA
- Click on the pencil to upload a signed version. Note: the original file will be overwritten!
You can remove the NDA from your i-DEPOT file yourself. Click on the cross to do so. Note: if you do so, you NDA will be removed permanently. We will be unable to retrieve it for you and so you will be obliged to create and pay for a new NDA, if you need one.