Startups need to protect their intellectual property (IP). In many cases, the only business advantage startups have is a better way of doing something. Often a method cannot be patented and even if it could be, the time and expense required is outweighed by the need to immediately deliver the product or service to the market.

For some startups, typically biotechnology companies, a great deal of time and money is invested in developing a particular procedure or set of procedures to accomplish a specific goal. Since the process itself cannot be copyrighted (and likely not be patented) it is usually kept secret until, and sometimes after, the product is on the market. This type of know-how is potentially licensable.

For these reasons, confidentiality agreements, also known as non-disclosure agreements (NDAs), are used at the outset of discussions involving a business arrangement. This is to safeguard IP before confidential information is shared.

MaRS has created two sample templates of a confidentiality agreement in the case of a proposed share purchase transaction. These templates are intended to help streamline business for investors, founders and their respective legal advisors. One template is a short-form version of an NDA agreement and one template is in a longer, letter form. While MaRS makes these documents available for educational purposes and to facilitate the negotiation of terms between investors and startups, the templates are yours to use at your own risk. Please see the disclaimer below.

Sample confidentiality agreement for a share purchase transaction (short form) template

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Sample confidentiality agreement for a share purchase transaction (letter form) template

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See also:
Confidentiality agreement templates for asset purchase transactions.

Disclaimer
These sample legal documents have been made available by MaRS Discovery District for informational purposes only and does not constitute advertising, a solicitation, or legal advice. Neither the transmission of these sample legal documents nor the transmission of any information contained in this website is intended to create, and receipt hereof or thereof does not constitute formation of, a lawyer-client relationship. Internet subscribers and online readers should not rely upon these sample legal documents or the information contained in this website for any purpose without seeking legal advice from a qualified lawyer practicing in the reader’s province.

The information contained in this website is provided only as general information and may or may not reflect the most current legal developments; accordingly, information on this website is not promised or guaranteed to be correct or complete. MaRS Discovery District expressly disclaims all liability in respect to actions taken or not taken based on any or all the contents of this website.