Use Non-disclosures for

Works in Progress (WIP)

 Non-disclosure agreements (NDA) are vital if you're thinking of
sharing ideas, intellectual property information or confidential
information to parties outside of your own business, including potential
independent contractors or partners.
Non-disclosure agreements are normally used to explore the
possibility of a working relationship with another party such as:

- Initial discussions about establishing a business partnership

- Licensing relationship or a distributorship
- To protect confidential information in an employment relationship
including that of an independent contractor
- To prevent unauthorized disclosures of intellectual property
including trade secrets
- To explore the possibility of a sale, merger and acquisition of a
business
- And so on
 Works In Progress

"Works in progress" refer to materials or work that are still in

development or production mode and are not yet complete. Works
in progress are raw materials with labor and overhead expenses
added in.

Without a clear written agreement, there's no evidence as to who

said what and who's the true owner of any works in question, if
conflict ever arose.

The risk of having the work copied increases without any legal
protection.
 Confidential Information

As much as possible, you want your definition to cover every

document conceivable that you think might contain confidential
information but its also dangerous to go overboard and label
all information as confidential, even if they're not.

Here's an example of a definition of confidential information in the

Mutual NDA by European IPR Helpdesk (1) that clearly labels what
information would be considered confidential, including works in
progress:

(1) Link to https://www.iprhelpdesk.eu/

1. Confidential Information

1.1 For the purposes of this Agreement, Confidential information

means any data or information that is proprietary to or possessed by
a Party and not generaliy known to the public or that has not yet been
revealed, whether in tangible or intangible form, whenever and
however disclosed, including, but not limited to:

(i) any scientific or technical information, invention, design, process,

procedure, formula, improvement, technology or method;

(ii) any concepts, samples, reports, data, know-how,

works-in-progress, designs, drawings, photographs, development
tools, specifications, software programs, source code, object code,
flow charts, and databases;

(iii) any marketing strategies, plans, financial information, or

projections, operations, sales estimates, business plans and
performance results relating to the Partys past, present or future
business activities, or those of its affiliates, subsidiaries and affiliated
companies;

(iv) trade secrets; plans for products or services, and customer or

supplier lists;

(v) any other information that should reasonably be recognised as

Confidential infon'nation by the Parties.
 No Grant of Rights

To further protect your works in progress, especially if you have a

patent application on the way, you should clearly state that no
licenses or other rights, including copyrights and patents, are
being granted.

Here's an example of this kind of clause that you can use in your
own agreement from AllMerchants (2):

Here's a second example from FreePatentForms.com (3):

(2) Link to http://www.allmerchants.com/

(3) Link to http://www.freepatentforms.com/

 Return or Destruction of
Confidential Information

You should include a clause in your non-disclosure agreement

specifying what you want the Receiving Party to do with the
confidential information that they have received from you after
the completion of your relationship, i.e. when the contract ends.

Here's an example of this kind of clause from UpCounsel again:

7. Return of Confidential Information.

Receiving Party shall immediately return and redeliver to the other all tangible material embodying the Confidential Information provided hereunder and all
notes. summaries, memoranda, drawings. manuals. records. excerpts or derivative information deriving there from and all other documents or materials
('Notes') (and all copies of any of the foregoing, including 'copies' that have been converted to computerized media in the form of image, data or word
processing tiles either manually or by image capture) based on or including any Confidential Intormation, in whatever form of storage or retrieval. upon the
earlier of (i) the completion or termination of the dealings between the parties contemplated hereunder, (ii) the termination of this Agreement; or (iii) at such time
as the Disclosing Party may so request; provided however that the Receiving Party may retain such of its documents as is necessary to enable it to comply with
its document retention policies. Alternatively, the Receiving Party, with the written consent of the Disclosing Party may (or in the case of Notes, at the Receiving
Partys option) immediately destroy any of the foregoing embodying Confidential information (or the reasonably nonrecoverable data erasure of computerized
data) and, upon request, certify in writing such destruction by an authorized officer of the Receiving Party supewising the destruction).
 But beware

Even though getting a non-disclosure agreement signed is a great

first legal step in protecting your confidential information, including
any works in progress, it's may not be foolproof.

Here are some suggestions:

- Label all confidential information appropriately.

All confidential information should be clearly labeled as

Confidential, Trade Secret etc.

- Document everything.
- Give prior warning before transmitting confidential
information to the Receiving Party over a communication
network that might not be 100% secure.

- Deposit your confidential information with a neutral third party.

 - Apply for proper intellectual property protection.

For example, you can register your work officially in the US

through the United States Copyright Office (4) through their
online copyright registration service.

In the UK, you can formally register your copyright online with
The UK Copyright Service (5). Costs are reasonable and to give
you an idea, the cost for a 5 year online registration in the UK is
39.50.

(4) Link to http://www.copyright.gov/

(5) LInk to https://www.copyrightservice.co.uk/register/