Idea Submission Agreement

Idea Submission Agreement

You're getting ready to submit an idea to a company but you don't want the big guys to take advantage of you and steal your intellectual property. Use Nolo's Idea Submission Agreement form to provide you with the utmost legal protection. This form lets you:

  • prohibit disclosure
  • choose between an exclusive or nonexclusive arrangement
  • maximize your chances of being paid for your idea

You can save and edit the form before you buy--just create a account. It's easy, free, and there's no obligation to buy anything. If you purchase the form, you'll be able to print, send, or download it.

See below the form for a full product description.

This Agreement between  (the "Disclosing Party") and  (the "Evaluating Party") is effective . The parties agree as follows.

The Submission

Disclosing Party wishes to have Evaluating Party examine and evaluate a submission tentatively known as "" and described below (the "Submission") with an eye toward assisting in the exploitation of any products, services, or other commercial exploitation derived from materials contained in the Submission.

The Submission is: .

Review and Evaluation

Evaluating Party wishes to review the Submission and consider whether, in its opinion, the Submission can be marketed to the parties' mutual benefit. The materials furnished by Disclosing Party shall be used by Evaluating Party solely to review or evaluate the Submission. After evaluating the Submission, Evaluating Party will either offer to enter into an agreement with Disclosing Party for exploitation of the idea or return the Submission to Disclosing Party and agree not to market or participate in the marketing or exploitation of any product or service described in or derived from the Submission. If Evaluating Party offers to enter into an agreement to use the Submission, that agreement shall incorporate the terms set forth below. The parties, acting in good faith, shall use their best efforts to incorporate the terms into a final agreement. 


Alternate Selection
Label Contract Text
nonexclusivity This Agreement is nonexclusive and Disclosing Party retains the right to submit the Submission to third parties while it is being evaluated by Evaluating Party. In the event Disclosing Party enters into an agreement with a third-party regarding the Submission, Evaluating Party agrees not to market or participate in the marketing or exploitation of any product or service described in or derived from the Submission.
exclusive option

Disclosing Party grants to Evaluating Party the exclusive option to enter into an agreement to use the Submission. Evaluating Party shall have  months from the date of execution of this Agreement (the "Option Period") to exercise its option for the Submission by signing an agreement incorporating the terms described below.

License Terms: 

During the Option Period, Disclosing Party shall not offer or grant any third party any rights to the Submission that will interfere with the exercise of the option granted to Evaluating Party. Evaluating Party shall pay to Disclosing Party the nonrefundable sum of $. If Evaluating Party exercises its option, such payment shall be considered as an advance against future payments to Disclosing Party.


The materials submitted by Disclosing Party describing the Submission constitute valuable confidential information of Disclosing Party. The loss or outside disclosure of these materials or the information contained within them will harm Disclosing Party economically. Evaluating Party agrees to hold the Submission confidential and will not disclose it to any person other than its evaluators and other members of its staff who have reason to view the Submission.

Evaluating Party shall exercise a high degree of care to safeguard these materials and the information they contain from access or disclosure to all unauthorized persons. All applicable rights to the Submission remain vested in Disclosing Party. The foregoing provisions apply with equal force to any additional or supplemental submissions and other materials submitted or to be submitted by Disclosing Party to Evaluating Party with respect to the same subject matter of the Submission.

Evaluating Party will not:

  • disclose the Submission to any third party
  • make or permit to be made copies or other reproductions of the Submission, or
  • make any commercial use of the Submission.

Evaluating Party will carefully restrict access to Confidential Information to those of its officers, directors, and employees who are subject to nondisclosure restrictions and who clearly need such access to participate on Evaluating Party's behalf in the analysis and negotiation of a business relationship or any contract or agreement with Disclosing Party.

Upon Disclosing Party's request, Evaluating Party shall within 30 days return all original materials provided by Disclosing Party and any copies, notes, or other documents in Evaluating Party's possession pertaining to the Submission. This Agreement does not apply to any information that:

  • was in Evaluating Party's possession or was known to Evaluating Party, without an obligation to keep it confidential, before such information was disclosed to Evaluating Party by Disclosing Party
  • is or becomes public knowledge through a source other than Evaluating Party and through no fault of Evaluating Party
  • is or becomes lawfully available to Evaluating Party from a source other than Disclosing Party, or
  • is disclosed by Evaluating Party with Disclosing Party's prior written approval.
Multiple Selection
Label Contract Text

In addition, without prior written consent of Disclosing Party, Evaluating Party shall not disclose to any person either the fact that discussions or negotiations are taking place concerning a possible transaction or the status of such discussions or negotiations.

Entire Agreement

This is the entire agreement between the parties. It replaces and supersedes any and all oral agreements between the parties, as well as any prior writings. This Agreement may not be amended except in a writing as provided for in this Agreement.


This Agreement binds and benefits the respective successors, inheritors, assigns, and personal representatives of the parties, except to the extent of any contrary provision in the Agreement.


The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the state of  


If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable and shall be modified, amended, or limited only to the extent necessary to render it valid and enforceable.

Attached Papers

Any attached sheet or document shall be regarded as fully contained in this Agreement.


All notices must be in writing. A notice may be delivered to a party at the address that follows a party's signature or to a new address that a party designates in writing. A notice may be delivered in person, by certified mail, or by overnight courier.

No Partnership

This Agreement does not create a partnership relationship.

Keep Together


This Agreement may be signed by the parties in different counterparts and the signature pages combined will create a document binding on all parties.


Title: _____________________________________

Signature: ____________________________________     Date: __________________

Title: _____________________________________

Signature: ____________________________________     Date: __________________


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1-Year Subscription

Price: $34.99

Submit your idea to a company without the risk of being ripped off

You've got a great idea and you want to submit it to a company, but you don't want to take the risk of letting them steal your hard work. Protect yourself when you're disclosing secrets and make it clear that you're seeking compensation for your idea by signing this agreement. Nolo's Idea Submission Agreement (also known as an evaluation agreement) helps you preserve your secret and gives you peace of mind when you enter negotiations.

This form lets you:

  • decipher whether your idea is novel
  • maintain your idea with secrecy
  • choose between an exclusive or nonexclusive arrangement
  • prohibit disclosure
  • clearly establish your submission as a business proposition
  • maximize your chances of being paid for your idea

This form comes with thorough instructions for filling it out, plus plain-English explanations of each section and how it may be modified, if at all. Submit your secret without fear and get paid for your brilliant idea!

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