Non-disclosure+Agreements

Definition
toc A non-disclosure agreement is a legal contract between two or more parties that signifies a confidential relationship exists between the parties involved. The confidential relationship often will refer to information that is to be shared between the parties but should not be made available to the general public.

The disclosure versus protection dilemma
Your pitches and business plans should emphasize how you have a competitive advantage based on some novel and valuable intellectual property. Because this intellectual property is likely the most valuable asset you have in your new venture, you will want to protect it from dissemination and imitation by those who read your plan or see your presentation. In many cases, though, it's difficult to get people to sign NDAs because they usually last for two years and new venture investors see so many tech ideas that they couldn't keep track of NDA commitments. Also, most venture capitalists and angel investors sit on numerous boards and can’t be liable for broad NDA agreements. You can alleviate the disclosure/non-disclosure dilemma by vetting investors through incubators and your informal network of professors, fellow technologists, and other entrepreneurs. Further, most private venture investors rely on their reputations as their primary means of attracting investors and investments - and therefore won't jeopardize that reputation by stealing your idea. See [|this article on Entrepreneur.com] for some cursory tips on how to deal with NDAs.

What should entrepreneurs do if most investors refuse to sign NDAs? Angel investor Bill Payne advises entrepreneurs to (1) do a bit of due diligence on all potential investors to gauge their integrity (see above), (2) write all forms of your business plan without your “secret sauce” (investors don’t need to know the chemistry in your patent to size up the investment opportunity), (3) talk to your advisors about what really is proprietary information, and (4) realize that no investor will partner with you until he or she has done exhaustive due diligence after reading your plan.

Examples
Here is an example of the University of Alabama's Office of Technology Transfer Non-Disclosure Agreement

Non-disclosure agreement sample from Harvard Business School Entrepreneur.com also has an example of an NDA for an agreement between the presenter of a business idea and his or her audience. One caveat: This link asks you to pay to use the form, and there's no guarantee that this form will give you the protection you think you're getting.