Our client owned a small engineering business and his success was driven by his innovation and focus on high-quality products, which provided a high degree of functionality and solutions for his clients. He was approached by a large company which was considering buying his business and retaining his expertise. This company approached him with a promise of a very lucrative offer and wanted to conduct an in-depth due diligence on his business.
He consulted us and we advised that under no circumstances should he allow the due diligence, particularly on his engineering and manufacturing processes without an NDA to protect his valuable intellectual property. Whilst he did not have any statutory patents or designs registered, he had developed innovative processes and designs through years of trial and error and experimentation, which was secret to him.
We crafted an NDA with a detailed definition of what confidential information required protection to guarantee his protection from any risk of unlawful copying or appropriation of his trade secrets and know-how in the negotiation process, particularly should the deal not go through. In this case, we made the non-disclosure indefinite with no time limit.
