intellectual-property, united-kingdom, non-disclosure-agreementOver the past few years I have developed an idea for an online service that I feel would be both popular (in a specific demographic) and which also has potential for revenue generation through add-on services. Astonishingly no-one appears to be providing this service at the moment which means a) it won’t work b) is not a good idea or c) no-one has thought of it yet. I am hoping it is the latter!
I have spent a lot of time trying to figure out how to get this idea off the ground, but it needs some serious technical resources (web development etc.) which I cannot do myself and I am unable to pay anyone else to do it.
So I have reluctantly come to the conclusion that if I am going to achieve anything at all with this I will need to attract outside assistance. At present it is just an idea on paper, so I doubt I could get a straightforward investor to buy in. But I do know some people with the right technical resources that might be interested in coming on-board.
The question is, how do I present the idea to them with a level of detail that enables them to get enthusiastic and want to come on board whilst also protecting myself from someone just ripping my idea off?
I am thinking in terms of a Non-Disclosure Agreement, which seems to me the best I could do, but would that actually work? Suppose someone just ripped me off anyway having signed an NDA, I would not have any money to sue them anyway so an NDA might be technically effective, but in practise a waste of time.
Are there any standard templates for NDAs that could be reused, or should I get one drawn up specifically tailored to my circumstances and idea (which sounds as if it might be too expensive anyway!)
This answer was made before the asker’s location was made public, so applicability may vary given that.
Everything you said about an NDA is right. If you have an NDA and someone rips you off all the same, you’ll need some capital to litigate it. You’d probably win, so that might not be such a big deal post-facto. But you’d have to work something out. Unfortunately I’m not too knowledgeable re: the finances of such litigation. But in a majority of cases, someone who signs an NDA won’t try and escape it. If they do, I can imagine there’d be a lawyer or two who’d help you cheap, or perhaps even for equity. A case like that often wouldn’t go to court, so it shouldn’t be too, too much effort for them.
The best form of protection would be a patent, although if money is a concern, patents can get pricey. A provisional application is the standard course of action there–it only lasts a year, and it’s never examined. Essentially, it’s just a way to “claim” an invention for a little while. You can generally get a provisional pretty cheap (I’m tempted to say a few hundred dollars, but it really depends), but again, it’ll only last you a year. Then you’d want to look into a non-provisional (which is what we generally think of when we think “patent.”) That will last you twenty years, but it’s estimated to cost you around $20,000 over that lifetime, primarily through maintenance fees.
If you took that approach, it would be more expensive in the long-run (the price of the non-provisional isn’t decreased just because you got a provisional), but the short-term costs can be lower. So if you plan on making good income in your opening year, that can be a good option.
Also, remember that a patent is only good in the originating country. But from the sound of your invention, you’d be okay getting stuck with a purely American market, on the off-chance that one of your developers did even decide to steal it and go off somewhere else.
As for finding cheap NDAs, a template one would work, and I’m sure you could just use for favourite search engine with “free NDA template” or similar and find something. The advice I always give with people looking to do that, is to look over a few from different sources, and make sure you understand everything they say. If they’re all pretty consistent and you can read whatever legal jargon they use, you’ll probably be alright. If you don’t, then it’s probably worth speaking with an attorney just to make sure it all goes smoothly. An attorney is virtually always preferable, but they tend to be expensive.
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