Non-disclosure agreements

A non-disclosure agreement (NDA), or confidentiality agreement, is a legal contract used to protect sensitive information that needs to be shared with others.

Tools and research

NDAs can be very effective and they can last indefinitely. The Coca-Cola recipe, for example, has been kept secret for well over 100 years by the continuous use of secrecy procedures, including NDAs.

When should I use one?

To secure confidentiality, you should get a signed NDA before telling or showing someone else your:

• Ideas
• Inventions
• Designs
• Plant breeding secrets
• Recipes
• Business methods or processes.

This includes when you're working with:

• Potential business partners, employees or contractors
• Industrial and graphic designers
• Manufacturers
• Stockists and distributors
• Accountants
• Financial and business advisors
• Marketing and PR firms
• Investors
• Potential new owners when IP changes hands.

Other uses

In some cases, you might want to consider using NDAs and other types of secrecy protections, such as trade secrets, instead of IP rights. This includes when:

• You want to keep your information secret, instead of having it exposed when your patent specification is made public
• Your ideas are hard for someone else to copy
• The product has such a short lifespan that patent protection isn't feasible.

What does a good NDA look like?

Here's some top tips to consider when working with an NDA:

• Don't give away secrets in your agreement. A good NDA describes why you're sharing the information without specifying the confidential information. For example, 'The purpose of the NDA is to':
  • Evaluate the new technology
  • Get a quote to manufacture a new product
  • Seek expertise for a new medical invention.

  Create an NDA

  We've developed a free tool to help you create your own NDA. It builds a contract in four simple steps. Before starting, you'll need to have your business details and those of the other party handy.

  Need help?

  We've provided some general guidance on NDAs, but it's important to seek legal advice before you sign one.

  If you need help or would like tailored advice for your situation, we'd recommend engaging an IP attorney to assist you.

  Related content

  Trade marks Design rights Patents Plant breeders rights Enforce

  How to commercialise my IP

  Intellectual property (IP) rights can help you successfully commercialise your idea once you've decided to take it to market.
  

  Trade marks Patents Design rights Plant breeders rights Enforce

  Commercialisation and collaboration

  When it comes to collaboration, there's no one size fits all approach. We're offering you some different ways to collaborate. Pick the option that best suits you.

  Trade marks Plant breeders rights Patents Design rights Enforce

  How to franchise my IP

  If you're the owner of a successful business and you want to expand without additional funding, you may be able to license your intellectual property (IP) to franchisees.

  Our website uses cookies to improve your experience. Accept Opt Out

  IP Australia

  IP Australia acknowledges the Aboriginal and Torres Strait Islander peoples of Australia. We acknowledge the Traditional Custodians of the lands on which our agency is located and where we conduct our business. We pay our respects to ancestors and Elders, past, present and emerging. IP Australia acknowledges Australian Aboriginal and Torres Strait Islander peoples’ unique cultural and spiritual relationships to the land, waters and seas and their rich contribution to society.