Transcript

Businesses are built on great ideas and relationships. This course is an approach to starting a relationship efficiently, productively and safely.

People enter into business arrangements for a variety of reasons. For instance, they might be developing new products and they need to expand their bandwidth to conduct research. Or they need help planning a regulatory strategy. Put simply, an effective relationship can provide leverage and access to a different set of skills and connections that you need for your business.

You might, for example, want to acquire particular information that may be of business or technical value. However, no potential relationship should happen if you don't have confidence that you can work together. 

You need to check out the other party and you probably will need to share some confidential or proprietary information about your own program in order to do that. What this boils down to is this: there needs to be an exchange of confidential information. And it should follow certain rules that are established in advance.

 A confidential disclosure agreement is called by its acronym CDA, and it also has a few other names such as nondisclosure agreement or NDA or just even confidentiality agreement. But even larger and more complicated agreements for transfers of technology or joint venture agreements will contain similar provisions. So what you learn in this course will be applicable to these other kinds of business relationships and agreements.

For convenience here, I'll just talk about CDA's and you'll know what I mean. It's a contract: a legal document through which you provide and accept confidential information. Accordingly you might want to obtain legal advice from your own attorney when negotiating or before signing a CDA. 

There are benefits from a CDA to both sides of the conversation. And these types of agreements limit the scope of the conversation. They allow you to focus specifically on what you need to know. And they allow you to specify exactly what you're willing to give up in exchange. They provide somewhat limited but nonetheless important legal protection for your confidential information and your business trade secrets. 

In fact, use DAs as part of what I call good business hygiene for conducting business interactions. While there are templates online, they’re often decades-old. 

In the business context, these conversations are constantly evolving. You can do much better than just take somebody else's standardized form because they are not written to be fair or balanced. They tend to favor one side or the other so you can do much better than that. 

The CDA also memorializes the intentions of the parties. It can provide some dispute resolution rules if problems arise later. It also establishes some predetermined ways to terminate the conversation and the relationship at various points in time. So it's effectively like finding the exit ramps on a highway or the exit doors in the theater. And it helps you manage expectations about who's doing what and it explains the obligations that result from sharing. It also identifies and limits each of the parties in terms of who they can share your confidential information with. 

And it builds the foundation for a successful relationship in the long term because it's the first formalized legal interaction in many business relationships. How you go about negotiating and building out the provisions in a CDA truly sets the foundations for how future interactions will happen. 

And last but not least, the CDA memorializes the institutional history for future participants in the relationship just in case you or your colleague on the other side don't happen to be personally available or still involved with the businesses should questions arise.

In this course will talk about how to negotiate safe and effective confidential business conversations. We’ll look at a number of sections from various confidentiality agreements that I've collected. And, also, we’ll look in detail at three real-world agreements from scenarios that you might be involved with. 

• The first is a confidentiality agreement that was provided by a university to a potential collaborator who might've been interested in a research study or taking a license to an invention made by the University scientist.
•  The second is a business-to-business conversation about a potential strategic relationship 
• And the third involves an investment bank that you might want to hire someday to help you seek funding or to help identify commercialization partners.

As we go through this course you will be invited to look over my shoulder as I review, deconstruct and mark up these three confidentiality agreements to teach you how to take these and process them effectively.