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A patent/invention non-disclosure agreement is a contract used when an inventor needs to describe an unpatented invention to someone else, and wants that description kept private.
Inventors face a particular difficulty. Almost nothing useful happens without telling somebody — a manufacturer, an engineer, an investor, a prototyping firm — yet every conversation carries risk before any application has been filed.
The agreement addresses part of that risk. It creates a contractual obligation on the recipient not to disclose or use what they are told, which is different from, and narrower than, the protection a granted patent provides.
It is not a substitute for filing. An NDA governs one relationship with one person; a patent is a right against the world. Anyone with a commercially serious invention should be talking to a patent attorney rather than relying on confidentiality alone.
This is the most important thing on this page, and it is the reason to take advice early rather than late.
In many patent systems, publicly disclosing an invention before filing can prevent you from obtaining a patent on it. Rules differ substantially between countries, some provide limited exceptions and others do not, and what counts as a disclosure is a technical question rather than a common-sense one.
Because those rules vary and matter enormously, this page states no grace period, no deadline, no filing requirement, and no rule about what constitutes public disclosure in any jurisdiction.
Speak to a qualified patent attorney or patent agent before you show your invention to anyone, publish anything, exhibit at a trade show, or launch a crowdfunding campaign. An initial consultation is inexpensive next to permanently losing the ability to protect what you have built.
Tip: A confidential disclosure under a signed NDA is treated differently from a public one in many systems, which is part of why the agreement matters. Do not rely on that without confirming it applies to your situation and the countries you care about.
A patent/invention non-disclosure agreement is typically needed with a range of people before anything is protected.
Patent attorneys are a common exception. Professional duties of confidentiality generally apply to them already, so a separate NDA is often unnecessary, though asking is entirely reasonable.
A patent/invention non-disclosure agreement should describe what is protected without giving away more than the document needs to contain.
The inventor or owner, and the recipient, with correct legal entities.
The specific reason for disclosure: evaluation, manufacture, testing, or investment.
The invention, drawings, specifications, prototypes, test data, and any related know-how.
Public information, prior knowledge, independent development, and lawful third-party receipt.
An express statement that disclosure transfers no ownership, licence, or right to use the invention.
Where a prototype or sample is provided.
Who owns anything the recipient develops from what they are shown. This deserves attention rather than a standard clause.
How long obligations last, and what happens to materials and prototypes.
Which law applies, plus signature blocks and dates.
Documentation protects inventors in ways the agreement alone cannot.
Record what you showed and when. A dated log of each disclosure, to whom, and covering what, is the evidence you would need if a dispute ever arose about who knew what.
Number and mark your materials. Watermarked drawings, numbered copies, and a return process make misuse traceable.
Keep your own development records. Dated notes, sketches, test results, and revisions establish your own timeline independently of any agreement.
Get materials back. Prototypes and drawings left with a manufacturer after a project ends are a common and avoidable exposure.
Tip: Disclose in stages here too. A recipient can often evaluate the opportunity from a general description, with the enabling detail held back until there is a real relationship or a filing in place.
This agreement should be signed before anything is shown. Document Genius walks you through each section with simple questions.
On filing strategy and what disclosure would mean for your position.
Evaluation, manufacture, or investment, not general discussion.
Without including more detail than the document needs.
Say expressly that no rights pass and who owns any developments.
An agreement signed afterwards protects very little.
What, to whom, and when. Start yours now and have it ready today.
Being realistic about the limits is part of protecting an invention properly.
It does not give you a patent, or any right against people who never signed it. Only the recipient is bound.
It does not stop independent invention. Someone who arrives at the same solution without your information has not breached anything.
It does not undo a public disclosure. Once an invention is genuinely public, an agreement does not restore the position.
It does not resolve ownership between collaborators. Who owns an invention developed jointly is a separate question needing its own agreement and its own advice.
It does not make a breach easy to prove. Establishing that a manufacturer used your design rather than their own experience is often difficult, which is the argument for filing and for staged disclosure.
Nothing on this page is legal advice, and no rule on patentability, grace periods, filing deadlines, or what constitutes public disclosure is stated anywhere on it. Take advice from a qualified patent attorney or patent agent.
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