Mutual non-disclosure agreement

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Papertrail has placed its one-way NDA, mutual NDA, and employment agreements under Creative Commons Zero, in a git repo. They're free and unencumbered. Details.


A mutual non-disclosure agreement might be a fruitful addition to the Creative Commons licenses for the following reasons:

  • Many existing employment and commercial agreements, even academic ones, put undue restrictions on disclosure that long outlive the useful commercial window of the knowledge or artifact being shared.
  • Often rights are left in limbo when an enterprise fails or becomes acquired by another that is not continuing the original project(s).
  • Contractors often need to sign such agreements for mutual defense against larger employers who might use agreements with one to compromise the other's rights.

Similar to a guild license, a CC mutual NDA could provide for a rational set of protocols and dispute resolution procedures and defaults such as mediation that would maximize the amount of non-commercially useful work reaching the public domain or released as open content. For instance, it could specify that if neither party pursues commercial use of some invention past the window when it would qualify for patent protection, then either party may document and release the information for public use. Or, it could specify that in the event of either party losing control of rights over the subject matter discussed, the other is free to do as they choose with it. While in theory these rights might prevent a very few investors or partners from working with those who sign such an agreement, in practice the use of free software, open content and share-alike terms has not usually inhibited the capital funding or hiring of individuals or companies otherwise qualified.