Why an NDA? Part 1

By Brad Griffin, VP/Product Development, Practicon, Inc.

In a series of upcoming articles, I’d like to recall and share some of my experiences as a dental product developer since 1987 and some basics about how our own product development process works at Practicon, Inc. Disclaimer: Let me say that I am not an attorney, and I do not have a crystal ball or the Midas touch. That much is a proven fact. Free advice is worth the cost, but maybe something herein will help someone who is equally excited about an idea for a better “mouth” trap.

Have you ever been in that state between sleep and wakefulness when you are hit with a solution to a problem that has been vexing you for days or weeks? Or maybe you were mowing the grass, driving home, or diligently working on a completely different Problem B when a solution to Problem A finally came to mind. No doubt that our creative, problem-solving side is always at work, whether consciously or subconsciously. How the inventive part of our brain keeps working 24/7 is beyond me or the purpose of this article. I won’t attempt to prove that ideation is a scientific process, a trained behavior, or an art in itself (all of which I’d argue are true). I will only state the obvious: new ideas can come at any time in any place to an observant, curious mind.

When those new ideas come, Step 1 should be to record them ASAP. They can leave as quickly as they came, always to be remembered as “the one that got away.” Always keep a pad and pencil within reach if possible. Better yet, learn to use the hands-free note taking app on your smart phone, and don’t let another idea that could make the world a better place get away. That initial, on-the-spot recording can take all kinds of forms as long as it is safe and retrievable. In other words, don’t write it in the sand near the beach. The more detail you can add, the better, including the date, but product details and sketches and prototypes will all come later. Just record enough at first so that you won’t forget it in the morning, or when you reach your destination, or finish the yardwork.

Step 2 is not as easy. For serial inventors, the excitement that surrounds the arrival of a new idea can compare to that of a new baby. It is a new birth, of sorts. Some of us want to tell the world immediately, or at least our family and friends. Some people “squirrel” ideas away in their head or desk, and never tell anyone for fear of losing out on the riches it will surely produce, or at least the credit. Some of us fear ridicule or rejection from those who might think the idea lacks “usefulness,” shall we say. We will never know exactly how many world-changing ideas have gone to the grave with their conceiver. More than one, for sure.

Ultimately, unless an idea is recorded and eventually shared in some way, it is indeed as useless as a can of peas without a can opener. The methods and practices of sharing an idea could contribute shelves of related books in the aforementioned bookstore. We can hardly scratch the surface here, but for this article let’s consider Step 2 to be the necessity of sharing an idea, specifically as it relates to product development at Practicon, and how we usually handle that step.

The first thing we ask of every inventor eager to share an idea with us is to complete a Non-Disclosure Agreement (NDA). An NDA is a written mutual agreement that allows the inventor to disclose his/her idea to another party with the understanding that the information will be held confidential and considered proprietary to the inventor. The NDA form that we use at Practicon is available for download here.

Where the NDA asks for a description “relating to the design of a ____ ,” provide a brief purpose or benefit of your device or idea without disclosing details of the actual invention itself. Practicon will ask for further clarification, if needed. An example of a general description would be “a dispenser for anesthetic cartridges” or “a device to clean orthodontic aligners.”

While we treat all shared ideas with the utmost respect and integrity for reasons mentioned in our previous article, an NDA is necessary to protect both the inventor AND the potential evaluator (Practicon). An NDA makes it possible for Practicon to determine if we have anything resembling the inventor’s general description of the idea already under disclosure or development before we proceed any further. This gives Practicon a chance to decline an idea if it is already known to us. Should Practicon receive and accept unsolicited information on a new idea that we already have under disclosure or development, it would be natural for the inventor to assume we stole his/her idea, subject to whatever legal action an inventor might choose to take.

The most obvious reason an inventor should always execute an NDA prior to sharing any information about an idea is to discourage, and hopefully prevent, a less-than-ethical company or party from stealing an idea. Secondly, an NDA protects the inventor by making any disclosure legally “confidential,” thereby circumventing a “public” disclosure and a corresponding 12-month countdown to any future patent application deadline. Even if an idea is patented before an inventor shares it with another party or company, there are still reasons to execute an NDA first. Along with the actual invention itself, there will very likely be trade secrets, background data, institutional knowledge, or insights shared in the evaluation and development process which an inventor will want to protect.

Thankfully, Practicon receives many new ideas. While we’d like to make every idea an immediate priority, our limited resources prevent us from acting as quickly as many inventors might expect. We do our best to review all ideas and provide preliminary feedback within 30 days after receipt of any proprietary information.

Don’t “bury” your idea! Write it down before you forget it, then utilize an NDA to share it properly. In our next article, we’ll talk specifically about a common concern: why an NDA has an expiration date.

If you’d like to receive links to these articles regularly, please let us know by subscribing here: www.practicon.com/practivations. Otherwise, look for future articles on our website under the Practivation's tab at the bottom of our home page at: www.practicon.com.

Next up: Practivations Article 3: Why an NDA? Part 2

Practicon was founded in 1982 with a vision of advancing dental health and increasing practice success through improving patient education. Building on a mission to Make Dentistry Better, we have grown to become a trusted developer and marketer of “Practical Innovations” that provide effective solutions for common problems, sold alongside a growing line of brand-name supplies. Customers describe Practicon’s products as creative, unique, and hard-to-find, many inspired or designed by dental professionals looking to improve patient care and productivity. Our product development mission is to develop exciting products that are relevant and useful in everyday practice—or in short, practical innovations.