All companies attempt to find ways to make it easier to sell their products. They do this by creating new inventions or by finding innovative ways of producing their products. Other important information created by a company includes customer lists, company financials, product plans, development specifications, and supplier information. All of this builds up a body of knowledge that belongs to the company. This body of knowledge is generally called the company's "intellectual property" or IP for short. Other terms used are "trade secrets", "proprietary information", and "confidential information". IP generation costs the company money, so it has a minimum value based on what the company spent to create the IP. (Of course market conditions for products of that IP can cause the value to go way, way up.) The company's expense to generate IP includes the salaries of the employees who created the IP for the company. (It is important for employees to understand the IP does not belong to the employees who created it.) Part of a company's responsibility to its owners is protecting its IP from being used by others for free.

People you talk to are either insiders (part of your company— employees, consultants, contractors, or temporary workers) or outsiders. Insiders are generally bound to an agreement signed at time of employment that restricts disclosure of your company's IP to outsiders. Outsiders are not under those same restrictions, so non-disclosure agreements (or "NDA"s) were created to bind outsiders to restrictions of disclosure of your company's valuable IP. NDAs generally come in two flavors: one that restricts disclosure by the outsider of your company's IP; and one that restricts both the outsider and you from disclosing information provided by either party. This latter version is called a mutual NDA or a bilateral NDA.

Every time you talk to an outsider, you should be aware if an NDA with the outsider or his company exists or not. If an NDA does not exist, limit what you discuss to public information (most companies have a web site. Anything on the web site is definitely public information and may be freely disclosed. Anything not on the web site might be IP to be protected - if in doubt, ask an officer of your company).

One more thing. Just because an NDA exists, there is no obligation to tell all secrets to the outsider, even if he or she asks. Just disclose only what is needed for the current discussion to be successful.

-Don Burtis