NL Patent Office

Non-disclosure agreement

Have you invented something and it is impossible to find out how it works? If this is the case, secrecy may be a good alternative to a patent.

Ask yourself the following question: Is my invented technology easy to reproduce or very difficult?

It cannot be kept secret
In the event that the product is easy to reproduce, other people will find it easy to find out how the invention works. It is difficult to keep easily-reproducible inventions secret when using them. It may be easy to discover how a new coffee-maker or a new combustion engine works. If this is the case, secrecy is insufficient and it is wise to obtain a patent.

When is secrecy worthwhile?
In the case of a product that is difficult to reproduce, one cannot discover how the invention works. This makes 'reverse engineering' (the reversal of the production process) difficult.
If 'reverse engineering' is not possible and you are able to keep your invention secret, patent protection is undesirable in many cases. Publication of the patent application means that anyone can read up on your invention. Furthermore, the patent protection will cease after twenty years. If you keep the invention secret, no one will be able to find out and the invention will be protected for an unlimited period of time. Secrecy is often the method of protection for manufacturing methods or recipes.

Trade secrets in practice
A trade secret is information that is secret and that has commercial value. This information can often allow you to get ahead of your competitors, so this is why companies keep it secret.

Maintaining the secrecy of a trade secret means that the information may not be published. It is not the case that just one individual may know about it, but the information must not become common knowledge. The information must not therefore be easily accessible. It must not lie around in an office where people can see it.

However, it may be necessary for more people to know about the information, if the information is to be of benefit to the company. An employee, for example, may need to have knowledge of the secret information for the production process. Another employee may need the secret information to produce a semi-manufactured product. It is therefore important that these people also keep the secret and do not pass it on to others.

What protection measures exist?
The owner of a trade secret must actively protect his/her trade secrets. He/she must include as much information as possible in agreements, so that the signatory knows what he/she may and may not do with the information that has been obtained.

The owner must also take physical measures, for example:

• Limiting access to trade secrets (such as storing them in a safe)
• Stamping documents as 'confidential'
• Encrypting electronic documents
• Destroying paper that contains sensitive information correctly, etc.