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March 2, 2015 | From the blogUncategorized

Protecting an Idea – Part I

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Shaliz Sadig Romano

Co-Managing Partner


Whether it’s for a new business model, gadget, mobile app or TV show, everyone is always looking out for “the next big idea.”  We all know that a good idea can potentially lead to fame, recognition, improving the wellbeing of others or a big pay check.  However, it’s not always easy to make sure that no one steals your idea.  Before you share your brilliant idea with the world, consider the following tips on how to go about protecting your idea (or doing your best to keep it safe):

  1. Only share with individuals you know and trust.  When trying to go about protecting an idea, don’t blast it to the world. Do some background research on potential partners or investors before revealing your plans. In this digital era, it’s important to be particularly careful as information and files can be shared with a mass of people in an instant.
  1. If possible, have everyone involved sign a Non-Disclosure Agreement.  A non-disclosure agreement is an agreement between two parties not to share information with any third party.  Make sure that the agreement covers the right people if you are pitching to a company rather than an individual.  Be precise in your definition of what constitutes “confidential information” and what, if anything, is excluded from that definition. Spell out any penalties if confidentiality is not maintained.
  1. Don’t reveal too much too early.  When pitching your idea, only reveal necessary details. You can always supplement and provide more information later, but you can’t “take it back” once it’s out there.  This is especially important if the other party refuses to sign a Non-Disclosure Agreement.  It’s also important if you have no physical embodiment of your idea, such as blueprints, a business plan, a script, a sound or film recording, or a computer file.  If you have your idea presented in a tangible medium, you may be entitled to copyright protection.
  1. Make appropriate filings to protect your idea.  If you’re pitching an invention, you may consider filing for a provisional patent.  With patents, there’s typically a race to be the first to file for a particular, novel idea. If the idea you want to protect is creative, such as an idea for a film, TV show or Broadway play, consider getting copyright registration on your script, sizzle or treatment.  Copyright registration will be very important in the event of infringement.  If you have a great idea for a business name or brand, consider filing an Intent-to-Use Trademark Application and buying the appropriate domain names.
  1. Make sure your workers don’t steal your idea.  Non-compete, non-solicitation and work-for-hire agreements can help protect your idea by preventing those working for you from using, competing or claiming ownership of your idea.  Here’s why:
    • A non-compete agreement works to prevent someone who has worked with you from starting a competing business or going to a rival company.  Non-compete agreements can help prevent your most talented workers from being poached by a competitor for a limited period of time.  Note, however, that it’s advisable to speak with an attorney on properly crafting a non-compete.  Depending on how it’s drafted and where the workers are located, non-competes are not always enforceable.
    • A non-solicitation agreement prevents someone who worked with you from trying to steal your clients, customers and employees.
    • A work-for-hire agreement helps ensure that those working with you to advance your idea cannot later try to claim ownership and accompanying rights to that idea.
  1. Keep a paper trail.  When possible, detailed records of your idea and related communications should be kept.  Conversations should ideally be formalized in writing if done over the phone or in person.  That way, you’ll be able to reference specific instances and track your rights in case things go sour.

If you didn’t have all these protective devices in place and someone has stolen your “idea” check out stay tuned for Part II!

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