Introduction

A Confidentiality Agreement is a legal promise not to reveal to others your information when you grant them access to it. Confidentiality comes in two main forms:

• confidentiality of ideas; and
• confidentiality of implementation.

(Privacy is often confused with confidentiality. Privacy is something that you get when others are not legally allowed to gain access to you or your information. Our Privacy Policy enforces this.)

Ideas

If you are a startup, you are defined by your ideas and you don’t want to lose the advantages those ideas offer. As a businessperson/owner, your idea may represent a new direction, corporate advantage, or a solution to a problem faced by your industry. While an issue, confidentiality of ideas is seldom as important as it is believed because:

• An idea by itself has little value. It is how it is implemented that is important. (Recall the expression, “Ideas are a dime a dozen.”)
• In a world as dynamic as ours, there is sure to be more than one way to do something and someone else is probably already doing it. It is your implementation of your idea, how it is funded, how it is marketed, and its timing that are important. Little of this depends on keeping your idea secret.
• To gain fame and fortune, it takes a lot of drive, dedication, sacrifice, and inspiration. Seldom will one person do this for someone else’s idea.
• Most people have better things to do with their time and resources than “borrowing” other people’s ideas. Also, borrowing an idea involves a lot of work to really understand what the idea implies and how to implement it.

Also ask yourself this: “If I don’t tell anyone my idea, how will I get any help or investment?”. This implies that you will need to describe your ideas to someone.

Implementation

The Patent Office will not patent ideas. However, implementation and processes have value and can be patented. Thus, the information that you supply on EntreBahn should not include implementation details, unless you are talking to person or persons that you truly trust. Establishing that level of trust requires that you do your own “due diligence”, which EntreBahn can not do.

NDAs

Another approach is to ask that a Non-Disclosure Agreement (NDA) be signed. However, people will normally hesitate to sign an NDA because:

• They don’t know what they getting into, so they won’t promise anything
• Unbeknownst to you, they may already be speaking to someone having a similar concept which they can’t talk about, also for confidentiality reasons
• Professionals who discuss confidential information compromise and damage their reputations and their ability to do future business
• They don’t want to limit their options with regard to other opportunities.

That said, EntreBahn accredited experts must agree to an NDA before they can see your complete idea. They need to agree to either:

• a Standard NDA protecting you that is supplied by EntreBahn; or
• a custom NDA that you provide.

Also, there is always a risk that someone will trump you on your current idea. It has happened to me a number of times. The two saving graces are: I am never short of ideas; and what I learn along the way will improve my chances next time. To sum up, use discretion in discussing your idea, but keep its implementation close to your chest.