Does an NDA stop a buyer using my ideas if they never buy?

An NDA is a contract. It restricts a buyer’s use of what it defines as confidential and for as long as it says, and nothing more. If a buyer walks away, the NDA is what you rely on, so its wording about what counts as confidential, what the buyer may do with it, and what must be returned matters more than its title. The law around it adds some protection, but it does not replace careful drafting.

What the NDA should cover

Ask a lawyer to check that the definition of confidential information reaches what you actually plan to share, that the buyer may use it only to evaluate the deal, and that it must be returned or destroyed if no deal follows. The CIPO lists non-disclosure or confidentiality agreements among the ways to keep valuable business information secret. See what happens after you sign an NDA on Deavo for how Deavo’s own NDA works.

What the law adds

The CIPO describes a trade secret as business information that derives its value from its secrecy. It says there is no registration process in Canada, that protection lasts as long as the secret is kept, that once a trade secret is made public it loses its business value and legal remedies become complex, and that enforcing it is the responsibility of the owner. The Copyright Act provides that, subject to the Act, copyright subsists in every original literary, dramatic, musical and artistic work if one of the conditions it lists is met (s.5(1)), and its definition of such works includes books, pamphlets and other writings. Whether a given idea fits any of these is a question for an intellectual property lawyer.

Disclose in stages

Share the least that lets a buyer decide whether to continue, and hold back what would hurt most if used elsewhere, such as recipes, source code or customer lists, until a deal is more certain. For personal information about customers or staff, PIPEDA s.7.2(1) allows parties to a prospective business transaction to use and disclose it without the individual’s knowledge or consent if, among other conditions and subject to s.7.2(4), an agreement requires the recipient to return or destroy it within a reasonable time if the transaction does not proceed. Keep a record of what you shared and when.