As a guideline to processing proprietary information agreements, the following generalized process for large corporations is recommended as a guide. There is ideation management software available that integrates such processes with email systems to reduce the time taken for execution. The steps are:
1. The Originator determines if there is confidential information that needs to be protected.
2. The Originator gathers pertinent data to complete the agreement (i.e., formal company name, common company name, state of incorporation, address, contact person, phone numbers, email addresses, details on the type of information to be protected, and the name and title of the signatory for the other company).
3. The Originator discusses the agreement with his line Manager and agrees on the intellectual property to be covered.
4. The Originator and the Manager together create a Word or other standardized document agreement by accessing the Standardized Agreement Document Database.
5. (a) If the agreement is to be generated by the Originator’s organization, the Manager completely fills out the Standardized Agreement Document template. (b) If the agreement is not to be generated by the Originator’s company, the Manager fills in the basic company data in the Standardized Agreement Document template and links the original document proposed by the other company to the information for it in the Standardized Agreement Document database.
6. The Manager informs the appropriate Legal Department Representative and the Originator that the agreement is ready for legal review.
7. The appropriate Legal Department Representative will make the review, make changes as necessary and approve.
8. After review the appropriate Legal Department Representative will notify the Originator and the Manager that the agreement has been approved.
9. (a) If the agreement was generated by the Originator’s company, the Originator will print two original copies of the agreement and forward hardcopies to the R&D director or appropriate governing person for signature. (b) If the agreement was not generated by the Corporation and the Legal Department Representative approves the agreement as written, the Originator will forward the original to the R&D director or appropriate governing person for signature. (c) If the agreement was not generated by the Corporation and the Legal Department Representative did not approve the agreement as written, the Originator will forward the original and Legal Department Representative modified agreements to the R&D director or appropriate governing person for signature of the Legal modified agreement.
10. The R&D Director or appropriate governing person of the Corporation will sign the hardcopies and return them to the Originator.
11. The Originator will mail copies for appropriate signature to the other company requesting one signed original be retained by the other company, and one signed original be sent back to the Originator.
12. The Originator receives back one signed document and forwards that document to the Standardized Agreement Document Database administrator.
13. The Standardized Agreement Document Database administrator electronically closes out the document file noting the date when it is been signed by the other party as well as ensuring the date of expiration is correctly entered.
14. The Standardized Agreement Document Database administrator forwards the original hardcopy to the appropriate Legal Department Representative for file retention.
Although this seems like an overly detailed process it is been observed that many corporations failed to adequately process their confidential information and proprietary agreements. In so doing they leave themselves open to disputes with other organizations thus jeopardizing their business relationships and potential ability to obtain patents and other intellectual property.