An Intellectual Property Non-Disclosure Agreement (IP NDA) is a contract that protects inventions, technical information, software and research findings. If you need to share your IP with a third party in order to obtain feedback, advice or for the purposes of a collaborative relationship, an IP NDA is required.
Intellectual Property NDA Template
Download a free Intellectual Property Non-Disclosure Agreement template to protect inventions, technical designs, software, and other proprietary information. Customize the NDA, edit it in Word or PDF, and sign it online.
About This NDA
This Intellectual Property Non-Disclosure Agreement (IP NDA) can be used when one party discloses Intellectual Property and Technology to another party for the purposes of evaluating‚ discussing‚ and reviewing any Inventions‚ Technical Files‚ Technical Documentation‚ Software‚ Research Data or other sensitive information․
Key highlights:
- Purpose limited to evaluating IP and technical materials.
- Broad confidential info: inventions, algorithms, code, datasets, research.
- Defines IP rights (patents, trade secrets, copyrights); no license granted.
- Disclosed IP remains exclusive to the discloser.
- No reverse engineering, decompiling, or analysis.
- No use for competitive development or model training.
- Protects patent rights by avoiding premature disclosure.
The template can be downloaded, customized, and used as a NDA for Intellectual Property in Word, PDF, or editable online formats.
When to Use this Intellectual Property NDA Template
An Intellectual Property NDA should be used when proprietary technology‚ inventions‚ or research are disclosed to another party for evaluation or collaboration‚ such as:
- Presenting inventions to potential partners or investors
- Discussing the licensing of patents or technology
- Providing software architecture‚ APIs‚ or algorithms to development partners
- Evaluating cooperation in research or R&D projects․
- Sharing prototypes‚ models‚ or technical specifications
- Providing datasets or training data for technical evaluation
This template is for use by technology companies‚ startups‚ research groups‚ product development teams‚ and engineering departments․
Note: You may use a Trade Secret NDA template when the primary goal is to preserve trade secret status through strict confidentiality and limited use, rather than broader IP evaluation terms.
What’s Included in the Intellectual Property NDA Sample
This Intellectual Property NDA template includes specialized clauses designed to protect inventions, technology, and proprietary research:
- Purpose for IP Evaluation
- Expanded Confidential Information Definition
- Intellectual Property Ownership and No-License Clause
- Inventions, Improvements, and Derivative Works
- Reverse Engineering and Competitive Use Restrictions
- Patent Protection and Publication Restrictions
- Confidentiality Obligations and Permitted Disclosures
- Term, Survival, and Return of Information
- Legal Enforcement and Compliance Clauses
How to Write Your NDA for Intellectual Property
Here’s how you can customize the Intellectual Property Non-Disclosure Agreement before sharing sensitive information.
1. Confirm the purpose of disclosure
The Purpose clause sets out your reason for sharing this intellectual property․ This usually works without modification‚ but you may want to clarify the relationship (collaboration‚ evaluation‚ licensing discussion‚ or technical partnership)․
A narrowly defined purpose can also aid enforcement‚ as it can restrict the use of disclosed technology by the recipient․
2. Review the confidential information definition
The template covers the term‚ the invention‚ the data set‚ the algorithm‚ the source code‚ and the research material․ The information in this section can usually be left as-is․
If the information includes machine learning models‚ training data‚ working prototypes‚ hardware implementations or other specific examples of what is being protected‚ include them in the example․
3. Verify IP ownership language
The IP Ownership and No-License clause confirms that the receiving party gains no ownership rights. Keep it as-is.
4. Customize the improvements and derivative works clause
The Improvements clause typically provides that any New IP in any derivative works of the Disclosed IP will be owned by the Disclosing Party unless the parties agree otherwise․ If the parties want to develop the technology together‚ you may modify this clause․
5. Review reverse engineering restrictions
Prohibited Acts prohibits reverse engineering‚ decompiling‚ and analyzing disclosed technology without permission․
This provision is particularly important for prototypes‚ software‚ machine learning models‚ and proprietary datasets and should not be changed to seek stronger IP protection․
6. Confirm patent protection safeguards
The Patent Safeguards clause prevents information from being made public prior to patenting․
If patent applications are anticipated‚ privacy clauses are particularly important as publication may destroy patent rights in some parts of the world․
7. Set the confidentiality survival period
The Survival clause allows the parties to set a period‚ such as two‚ three or five years‚ for confidentiality․
Longer average lifetimes are common in the research‚ deep technology‚ or product development sectors․ Trade secrets' protection period is not statutorily limited․
8. Confirm governing law and jurisdiction
This is where you specify which country's law will apply to your dispute․ It could be where one of you lives‚ or where an order could be enforced․
9. Review the remaining legal clauses
Standard clauses relating to required disclosures‚ returning material‚ remedies‚ assignment provision‚ and the entire agreement are written to conform to standard legal practices and seldom need changing or adaptation․
Check if everything is fine with you, then finalize your agreement by having both parties signed electronically or in writing.
FAQ
An IP NDA is a more robust form of protection for your inventions and technical information. In addition to the standard provisions for maintaining confidentiality, an IP NDA will also address intellectual property rights, reverse engineering, derivative works and patent disclosure.
Use an IP Non-Disclosure Agreement to protect your IP when first disclosing to third parties. Use it when sharing demos, design reviews, data room or sandbox/testing access, or for pre-release evaluations. Also use it whenever sharing code, datasets, or discussing technology, e.g., before hackathons, technical due diligence, pilot projects, or joint research.
Yes. Our Intellectual Property NDA template preserves the trade secret for not used or disclosed in an unauthorized manner. But you can also use a Trade Secret NDA template if you’re looking to safeguard the trade secrets specifically.
No. Our IP NDA template excludes the use of confidential information to develop competing products, services or technologies unless the disclosure is authorized in writing.
Yes. You can download and customize the template in Word or PDF, or edit and execute it electronically to form a legally binding agreement. CreateMyNDA ensures e-signatures comply with applicable e-sign laws (e.g., ESIGN, eIDAS), and maintain an audit trail that records versions, signers, timestamps, and consent to electronic transactions for enforceability.
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