NDA Template for IP Disclosure (UK 2025)

When You Need This Contract

IP disclosure NDAs are essential when sharing inventions, designs, algorithms, or other intellectual property with potential partners, manufacturers, investors, or licensees. These NDAs carry particular importance because premature public disclosure can destroy patent novelty, making the invention unpatentable. The NDA must create a legally privileged confidential relationship that preserves IP rights while allowing the recipient to evaluate the IP for commercial purposes.

Key Clauses

• Specific IP descriptions with clear identification of what is disclosed
• Patent novelty preservation through confidential disclosure framework
• Restriction on filing competing IP based on disclosed information
• Duration appropriate for the type of IP with trade secrets protected indefinitely
• Disclosure records documenting what was shared, when, and to whom

What to Watch Out For

• Not maintaining adequate disclosure records documenting exactly what IP was shared, making it difficult to prove breach
• Disclosing IP details before the NDA is signed, which could undermine both the NDA protection and patent novelty

Sample Clauses

• Sample patent preservation clause: 'The parties acknowledge that the Confidential Information may include patentable inventions. The Recipient agrees that this disclosure is made in confidence and does not constitute a public disclosure for the purposes of patent novelty. The Recipient shall not file any patent application or other IP registration based on or derived from the Confidential Information.'
• Sample disclosure record clause: 'Each disclosure of Confidential Information shall be documented by the Discloser, recording the date, recipient, description of information shared, and method of disclosure. Written disclosures shall be marked Confidential. Oral disclosures shall be confirmed in writing within [14] days.'