Imagine you are a small company or a single person and you have an idea for an advancement of a product, process, or machine that already exists; or, you have an idea for a completely new product, process, or machine, but you don’t have the means to develop it. You need help from someone that has resources to make your idea or concept a reality. What can you do to protect your idea?
For big companies that have the resources, ideas and concepts are turned into actual processes or machines capable of being patented almost immediately. But for the smaller company or single person, that is not always as quick of a process. Ultimately, if you want to see your idea or concept developed into something that can be used and sold, you can't keep the idea locked away from the potential business partners who can make it a success. Although your idea is not developed enough to be patented, you can still protect your idea. One such way is through a non-disclosure agreement.
A non-disclosure agreement (NDA), also referred to as a confidentiality agreement, allows a company to share its ideas and concepts with others whose input is needed, without unduly jeopardizing that information. For example, if you have a new product or feature in development, but you need to consult someone for advice on how to proceed, an appropriate NDA can ensure that that person doesn't hand the details of your new product to a competitor of yours. An NDA is a legal contract between you and the other party. You agree to disclose certain information to them for a specific purpose. They agree to not disclose that information to anyone else. The content of an NDA should be kept simple and straightforward, but most importantly provide sufficient detail about your idea to ensure the idea in its entirety is protected.
Another situation that may arise is that you need to hire someone to help you with your idea. To protect your idea in that situation it is best to have that person not only sign an NDA, but to also sign a Non-Compete Agreement (NCA). An NCA prevents that individual or entity from starting a business that would compete or threaten yours within an established radius.
Finally, you may reach the stage where your idea or concept is almost ready for patenting, but you need to hire someone for the limited purpose of fine-tuning your idea or concept. In such a situation, it is important that your consultant not only sign an NDA and NCA, but also a Work-for-Hire Agreement. This agreement establishes that you own any and all improvements made to your idea. As a result of such an agreement, you own anything your consultant comes up with as it relates to your idea. Ultimately, you will still need to list the person who came up with the improvements as a co-inventor in the patent that you will obtain once your idea or concept is fully developed but, importantly, your idea remains protected and that person will have no rights to your invention.
The take-away: Don’t be afraid to come up with new ideas and concepts. Although you may not be able to obtain a patent, there are plenty of ways to protect your ideas and concepts through the development process. LGC can assist you or your business in preparing the necessary legally-binding contractual agreements to protect your ideas and concepts.
