BlueIron is starting to use the Ethical NDA in all our new deals. The Ethical NDA is available here and is administered by the Ethical Collaboration Association, a 501(c)3 non profit.
Why do we use the Ethical NDA?
It is because we want to establish a collaborative relationship, plain and simple. We value the back and forth that two groups can have with each other, and we want to capitalize on it.
When we finance a patent, we need to have an NDA in place so that we don’t trigger a patent disclosure. Since we treat your patent as collateral, we need that asset to have as much value as possible, and therefore we need a strong NDA in place before we dig into the invention.
The Ethical NDA is different than conventional NDAs. The Ethical NDA protects our intellectual property, but it is designed for collaboration.
BlueIron is not like hiring a conventional patent attorney, where the attorney dutifully does what they are told. Engaging BlueIron is like bringing another member on your team. BlueIron’s entire business depends on making sure the patents precisely match the business’s goals. We need to collaborate. We need each other’s viewpoint, experience, and insight to find the right things to protect and to protect them in the right way.
The Ethical NDA has the conventional non-disclosure provisions, but includes a key element: we agree that all of our suggestions and advice are actually transferred to the other party. If BlueIron suggests an improvement to your invention (as is often the case), BlueIron agrees that you have 100% ownership of our suggestions and advice. Without the Ethical NDA, we would have a nasty situation where BlueIron might own the next great improvement to your product. Neither of us want that.
The Ethical NDA also includes a provision where any disputes will be settled using mediation and arbitration. Your attorneys will probably hate this, because they don’t get paid to go to court in a long, drawn out lawsuit. However, mediation and arbitration will get anything settled without bankrupting you.
One thing to remember is that the Ethical NDA is not a nasty agreement that you use to whip people in line. It is the exact opposite. The Ethical NDA is an agreement to cooperate and collaborate. It sets the tone that our organizations have a common goal and that we agree to be nice to each other and to help each other move forward.
You should consider the Ethical NDA in any situation where you want to build a collaborative work environment.