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Invention Disclosure Agreement
"I need an Invention Disclosure Agreement to protect our AI-powered medical diagnostic software before sharing details with potential investors at a funding round in March 2025; the agreement must include specific provisions for source code protection and algorithm confidentiality."
1. Parties: Identification of the disclosing party (inventor/owner) and receiving party, including full legal names and addresses
2. Background: Context of the disclosure, relationship between parties, and general purpose of the agreement
3. Definitions: Detailed definitions of key terms including 'Confidential Information', 'Invention', 'Permitted Purpose', 'Affiliates', and 'Representatives'
4. Purpose of Disclosure: Specific permitted purposes for which the receiving party may use the disclosed information
5. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
6. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of the invention and related information
7. Permitted Disclosures: Circumstances under which the receiving party may disclose information to employees, advisors, or other authorized persons
8. Security Measures: Required security measures for protecting the confidential information
9. Return or Destruction of Information: Obligations regarding the return or destruction of confidential information upon termination or request
10. Duration and Termination: Term of the agreement and conditions for termination
11. Intellectual Property Rights: Confirmation that no IP rights are transferred and all rights remain with the disclosing party
12. Governing Law and Jurisdiction: Specification of Irish law as governing law and Irish courts' jurisdiction
1. Non-Competition: Restrictions on competing activities - include when there's a risk of the receiving party developing competing products
2. Data Protection: GDPR compliance provisions - include when personal data may be involved in the disclosure
3. Export Control: Export control compliance - include for inventions that may have international trade implications
4. Reverse Engineering Prohibition: Specific prohibition on reverse engineering - include for software or technical inventions
5. Publication Rights: Controls on academic or scientific publication - include when working with research institutions
6. Third Party Rights: Provisions regarding rights of third parties - include when third party technology is incorporated
7. Insurance Requirements: Insurance obligations - include for high-value or high-risk inventions
8. Alternative Dispute Resolution: Mediation or arbitration provisions - include for international parties or complex inventions
1. Schedule 1 - Description of the Invention: Detailed technical description of the invention including drawings, specifications, and any existing patent applications
2. Schedule 2 - Authorized Representatives: List of authorized representatives from each party who may access the confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling the confidential information
4. Schedule 4 - Excluded Information: List of any specific information excluded from confidentiality obligations
5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality agreement for employees or representatives who will access the information
6. Appendix B - Disclosure Log: Template for recording all instances of disclosure of the confidential information
Authors
Technology
Biotechnology
Pharmaceutical
Engineering
Manufacturing
Software Development
Medical Devices
Telecommunications
Chemical Industry
Aerospace
Automotive
Research & Development
Clean Technology
Consumer Electronics
Industrial Design
Artificial Intelligence
Internet of Things
Legal
Research & Development
Intellectual Property
Innovation
Product Development
Technology Transfer
Corporate Development
Patents
Business Development
Engineering
Scientific Research
Commercial
Compliance
Technical Documentation
Patent Attorney
Intellectual Property Lawyer
Research Director
Chief Technology Officer
Innovation Manager
R&D Manager
Product Development Manager
Technical Director
Legal Counsel
IP Portfolio Manager
Technology Transfer Officer
Research Scientist
Development Engineer
Investment Manager
Venture Capital Analyst
Chief Innovation Officer
IP Paralegal
Technology Scout
Commercial Director
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