+61 3 9413 9000

You are probably thinking about sharing your ideas with someone about a new product or process you have developed.  If so, have you thought about confidentiality agreements and how these could help you?


Who can keep a secret?  


We learn from a young age that some people can and some people can’t and of course we are all likely to have some secrets that we don’t share with anyone.  So what do we do when we need to involve other people and their organisations in order to help us realise our goals?

Sharing new knowledge and original work which you intend to use commercially requires a high degree of mutual trust.  

The legal systems in modern societies have a system that effectively grants a limited monopoly for the use of original and unique property of your mind or intellect; your intellectual property, commonly referred to as IP.  The extent and types of protection are varied around the World and generally require a form of registration so that they can be legally protected.

For example, to get a patent an invention must be novel, in the sense of not having previously been available to the public. If you tell even one person about your invention before a patent application has been filed then this may invalidate any patent granted and leave you with no rights, unless the disclosure was made “in confidence”.  This is why it is critically important to consider confidentiality before you approach another company or individual when seeking to develop your ideas. In addition to any inventions you may wish to patent, unpatented but confidential ideas; known as “trade-secrets”, can be an equally important intellectual property asset. Trade secrets can be difficult to protect and Confidentiality Agreements can help.  When entering into discussions with potential collaborators or partners it is good practice to discuss confidential disclosure requirements.

Confidentiality Agreements are legally-binding documents that enable you to record the terms under which you exchange secret information. You are strongly advised to consider using one if you are going to disclose the details of your secret technical idea to another party. That is not to say that a duty of confidence cannot arise even in the absence of such a contract.  At Bayly Group, we treat all information provided to us in the strictest confidence as a matter of course.  But recording the duty in a written agreement gives added legal certainty.  

As with any legal document, your agreement should be properly drafted and a Patent Attorney is best qualified to provide you with the right advice and ensure that your rights are protected.  Any reputable Design Services Company will enter into an agreement to protect your rights.

Don't Give Away your Valuable Assets

A Confidentiality Agreement is but one tool that you can use in an overall a strategy to manage and protect your IP.  Your IP strategy should include commercial and/or formally registered rights.  Rights of copyright and electronic circuit layouts are automatic and require no registration.  Rights to patents, industrial designs, trademarks, business names etc. need to be registered with the relevant authorities.  We always recommend that you work with a Patent Attorney in these matters.

With an idea that is the seed of an invention or new product, registered rights, such as patents and industrial designs cannot feasibly be completed until the design of the product or the validation of the invention is complete.  In this case you are forced to rely on commercial strategies to protect your IP.

The most important commercial strategy is to keep your secrets secret.

As a matter of course, Bayly Group ensures that all its employees and suppliers are contracted under confidentiality agreements that protect the rights of the owners of IP to which they are exposed.  They are also contractually bound to assign the rights in the IP that is developed in the delivery of projects to Bayly’s clients.

  Intellectual property represents the property of your mind or intellect. In business terms, this also means your proprietary knowledge.

Types of IP include:

  • patents for new or improved products or processes;
  • trade marks for letters, words, phrases, sounds, smells, shapes, logos, pictures, aspects of packaging or a combination of these, to distinguish the goods and services of one trader from those of another;
  • designs for the shape or appearance of manufactured goods;
  • copyright for original material in literary, artistic, dramatic or musical works, films, broadcasts, multimedia and computer programs;
  • circuit layout rights for the three-dimensional configuration of electronic circuits in integrated circuit products or layout designs;
  • plant breeder's rights for new plant varieties; and
  • confidentiality/trade secrets including know-how and other confidential or proprietary information.


Where to turn?

IP Australia is The agency that grants rights in patents, trade marks, and designs in Australia and they maintain a register of patent attorneys that can provide advice to you in confidentiality and all other IP matters.  The website is also a great source of information relating to IP matters.

We happily recommend Phillips Ormonde & Fitzpatrick for all our client’s needs.  Please contact Mark Bayly for a direct introduction.

IP Australia has a discontinued access to the FREE Confidentiality Agreement Generator that was available on its old website.  According to their spokewoman, people need to seek their own legal advice as a asource for the agreements.

Contact This email address is being protected from spambots. You need JavaScript enabled to view it. if you would like a copy of a confidentiality agreement that you can use for your purposes.  Bear in mind, that we cannot provide legal advice and you should seek independent legal advice.




Can Bayly Group provide us with a template of a confidentiality agreement for us to use in order to start discussing our ideas?

We always recommend that you source an appropriate agreement that suits your needs.  Seeking advice from a patent attorney is the best way to protect your IP.  We can however work with you to establish a basic agreement if you prefer.  This email address is being protected from spambots. You need JavaScript enabled to view it. and we will send you something to get you started.

Q: How much does it cost to have a Patent Attorney draft a Confidentiality Agreement for me?
A: This will vary depending on your needs.  Expect to pay $1,500 to $5,000 for a standard agreement.
How long does a Confidentiality Agreement last?
A: In Australia, recent legal precedence has found that Confidentiality Agreements cannot be used as a restraint of trade and cannot be used to protect information forever.  Confidentiality Agreements should have a specific timeframe for which they will remain in force, usually between 2 and 5 years.
What remedies are available to me if a company or person breaches the agreement?
A: This question is best answered by your legal advisor in the context of the relevant legislation.  Confidentiality Agreements sometimes include the remedies available to the parties.
What happens if the other party refuses to sign my Confidentiality Agreement?
A: There will be some companies who, for perfectly valid business reasons, do not wish to sign an agreement; this doesn’t mean that they are dishonest but simply that they may not wish to receive any confidential information: for example, because they want to avoid conflict with areas they may already be working on.  In these circumstances, you would need to rely more on your registered rights, take advice and consider the risks.