Do I Need an NDA Before Showing My Invention? (Iowa Guide)

Attorney advertising. This article is general information, not legal advice.

Sooner or later, every inventor has to show the idea to someone: a machinist who can build the prototype, a manufacturer who might license it, a potential co-founder, an investor at a Corridor pitch night, or a distributor who could put it on shelves. The natural question is whether you need a non-disclosure agreement (NDA) first.

The short answer is that an NDA is often a good idea, but it is only one tool, and it is not a substitute for a filing strategy. This guide explains what an NDA does and doesn’t do, why the timing of a disclosure matters for patent rights, and how Iowa inventors can share an invention without giving away more than they intend.

What an NDA actually does

An NDA (also called a confidentiality agreement) is a contract. The person receiving your information promises to keep it confidential and to use it only for a stated purpose, such as evaluating a manufacturing quote or a possible license.

A well-drafted NDA can help you in three ways:

It sets expectations. Both sides know, in writing, that the information is confidential and what it may be used for.
It supports trade secret protection. Under both the federal Defend Trade Secrets Act and Iowa’s Uniform Trade Secrets Act (Iowa Code chapter 550), information generally qualifies as a trade secret only if the owner takes reasonable steps to keep it secret. Using confidentiality agreements is one of those steps.
It helps keep the disclosure non-public. As explained below, sharing an invention in confidence is treated differently from putting it out into the world.

What an NDA can’t do is just as important. It doesn’t give you exclusive rights in the invention the way a patent can. It doesn’t stop someone who never signed it. And if it’s breached, your remedy is generally a lawsuit for breach of contract (and possibly trade secret misappropriation), which takes time and money and depends on what you can prove. An NDA reduces risk; it doesn’t eliminate it.

Why disclosure timing matters for patents

Under U.S. patent law, an invention generally can’t be patented if it was “patented, described in a printed publication, or in public use, on sale, or otherwise available to the public” before the application’s effective filing date (35 U.S.C. § 102(a)(1)).

The United States does give inventors a limited safety net. A disclosure the inventor makes one year or less before filing generally isn’t counted against the inventor’s own application (35 U.S.C. § 102(b)(1)). That one-year grace period helps, but relying on it has real drawbacks:

The clock starts with your first public disclosure. A demo video, a crowdfunding page, a trade show booth, or a social media post can start it.
Many other countries are stricter. Many foreign patent systems, including Europe’s, generally require “absolute novelty,” meaning a public disclosure before filing can prevent a patent there even if U.S. rights survive.
Someone else may file in the meantime. The U.S. awards patents under a first-inventor-to-file system, and the grace-period rules for intervening disclosures and filings by others are technical. Filing first is usually the cleaner path.

This is where an NDA earns its keep. Sharing your invention with a prototype shop under a written confidentiality obligation is generally not making it “available to the public.” Showing it to a room full of people with no confidentiality obligation may be.

One caution: confidentiality doesn’t fix everything. In Helsinn Healthcare S.A. v. Teva Pharmaceuticals USA, Inc. (2019), the U.S. Supreme Court held that a sale of an invention can trigger the “on sale” bar even when the buyer is obligated to keep the details confidential. If you are offering to sell, taking pre-orders, or signing a supply deal before filing, talk with a patent attorney first, whether or not there’s an NDA in place.

When an NDA makes sense

An NDA is usually worth asking for when you’re sharing technical details that aren’t yet protected by a filed application, with someone who has a business reason to look at them. Common examples for Eastern Iowa inventors and companies include:

Prototype and machine shops, engineering firms, and contract manufacturers who need drawings, specifications, or source code.
Potential licensees or acquirers evaluating your technology.
Prospective co-founders, contractors, and early employees. For these relationships, the agreement should also address who owns the inventions and work product, not just confidentiality. (Our startup IP checklist for Eastern Iowa founders covers ownership and assignments.)
Suppliers and distributors who will see unreleased product details.

When you may not get one, and what to do instead

Not everyone will sign. Many venture investors and some large companies decline to sign NDAs for early pitches or unsolicited ideas, often because they see many similar proposals and don’t want to be restricted. Some corporate idea-submission policies say outright that anything you send isn’t confidential.

When an NDA isn’t available, you still have options:

File first. A provisional patent application can establish a filing date at a lower up-front cost than a full nonprovisional application. Once it’s on file, you can describe the invention as “patent pending” and share more comfortably, though a provisional only protects what it actually discloses. (For budgeting, see How Much Does a Patent Cost?)
Share what it does, not how it works. For an investor, a description of the problem, the market, and the results is often enough. Save the drawings, formulas, and code for later conversations.
Read the other side’s terms. If you’re submitting to a company’s idea portal, read what it says about confidentiality and ownership before you click submit.

What a good inventor NDA should cover

A short, clear agreement is usually better than a long one the other side won’t sign. At a minimum, look for:

A clear definition of confidential information, including information shared orally or by demonstration, not just documents marked “confidential.”
A purpose limitation, so the recipient may use the information only to evaluate or perform the stated project.
Standard exclusions for information that is already public, already known to the recipient, independently developed, or lawfully received from someone else. These are normal; their absence can make an agreement harder to get signed.
A term that fits the information. Trade secrets may need protection for as long as they stay secret.
Return or destruction of materials at the end of the discussions.
No implied license. Sharing the information shouldn’t grant any rights in it.
Ownership of improvements and feedback, which matters when a manufacturer or engineer suggests changes to your design.
Governing law and venue. An Iowa inventor may prefer Iowa law and an Iowa forum, but this is negotiable.
Mutual or one-way. If both sides will share confidential information, a mutual NDA is common and often easier to get signed.

Free templates can be a starting point, but they’re written for no one in particular. A template built for software vendors may not fit a farm-equipment attachment, and one built for a big company may be more one-sided than you need.

A simple disclosure plan

Before you show your invention to anyone, it helps to:

Write down what you’re about to share and why. Keep a simple disclosure log with dates, names, and what was shown.
Decide whether a filing should come first. If you plan to pitch publicly, launch a crowdfunding campaign, exhibit at a trade show, or post online, talk with a patent attorney about filing beforehand.
Get the NDA signed before the meeting, not halfway through it.
Mark documents “Confidential” and share only what the purpose requires.
Follow up in writing after the meeting, noting what was shared under the agreement.

If you’re new to the patent process overall, our step-by-step guide to getting a patent in Iowa walks through what comes next.

Talk it through before you share

I’m Jason R. Sytsma, a registered patent attorney at Shuttleworth & Ingersoll, P.L.C. in Cedar Rapids. I work with inventors, startups, manufacturers, and software companies across Eastern Iowa on when to file, what to keep confidential, and how to share an invention on their terms. If you’re about to pitch, demo, or launch, contact me to talk through your plan. You can also learn more about my background, see my patent services, or read my attorney profile at Shuttleworth & Ingersoll.

This article is general information, not legal advice, and reading it doesn’t create an attorney-client relationship. Every matter is different, and no particular outcome is guaranteed. Attorney advertising.