Minneapolis patent attorney Mark Stignani explains how to establish confidentiality with a different party in a joint venture.
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So how do you lock up partner confidentiality before you go into an agreement? There is really a three-step process. The first step is that once you start to talk with a partner, you should sign an NDA. It can be a mutual NDA, or if you’re the one bringing all the intellectual property to the party, a one-way NDA would be the best way to do it – before you sit down, before you have drinks. Then once you have that in place, then start to have a discussion. If you think there’s more there, then you can move into a memorandum of understanding or a term sheet. But in any case there, you should have restatement of binding terms on confidentiality, if nothing else in that memorandum of understanding or term sheet. Then, finally, once you enter into a contract relationship, you incorporate all those previous confidentialities into your final agreement, and then you establish rules for confidentiality, who can see what, who has the need to know, and really be precise and explicit about what sort of things you will and will not allow your partner to see.