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How do I protect my business ideas when I solicit a business idea to other businesses to gain potential business.I have some business ideas for promoting night clubs in my area. I want to go an pitch my ideas to local club owners to gain new clients. How do I protect myself from them sayin no and then just doin it themselves instead. Any advice would be great. Attorney answers (5)
Reputation Level 18
Answered over 2 years ago.
Intellectual Property Law Attorney in Sacramento, CA.
There's no harm in asking but no club owner will sign a non-disclosure agreement as a condition of listening to your ideas. Why would they? They don't know you from Adam and so the potential upside of buying a business concept from you is not worth the very real downside of binding themselves to a promise not to ever use that concept, or a similar one.
In short, while there is a whole body of "idea submission law" that law only applies if you first get the other side to agree to compensate you if they use your idea. If you have a track record of operating very successful and creative nightclubs then the club owners may agree. But if not, you have no bargaining power to demand that they sign the non disclosure agreement. Ideas are free for all to use. Other than idea submission law, there is no legal protection for ideas. Which means that even if a nightclub owner buys from you your business plan every other nightclub owner in town can adopt that same concept (with limitations if the concept includes creating a visually unique space that may be protected under trade dress law). Other than the non-disclosure route, your options are to open your own club or to disclose your business concept with a verbal agreement that if the club owner adopts the concept it will compensate you -- at which time you should have an attorney draft a written agreement for that exchange. Good luck. 3 people marked this answer as good
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You will want to ask them to sign a Non-Disclosure Agreement or Confidentiality Agreement prior to your meeting. This is a traditional concept for businesses. It should not cost you much to have an attorney prepare a basic Non-Disclosure Agreement. Even with this signed document, you will have risk, because you will have to file suit against them to enforce the agreement if they steal your idea.
Any good business attorney can prepare what is called a Non-Disclosure Agreement for you.
You want to make sure that you do not use a template purchased online. Although it will cover the basics, there are a lot of clauses that can be added or adjusted based upon what type of business information is going to be released to the other side. Most companys need additional protection than what a template or basic form might provide. Also the term of the non-disclosure must be evaluated closely. Some ideas are dead or worthless within 2 years, but other ideas need a 10 year protection term. 
Reputation Level 10
Answered over 2 years ago.
Contracts / Agreements Lawyer in Alpharetta, GA.
You should have them sign a non-disclosure agreement that includes a non-compete provision as well.
FYI -- I'm not your lawyer, and this isn't legal advice. This is merely background information designed to allow you better to understand the issues. 1 person marked this answer as good
Although you may use a short form confidentiality agreement before making the pitch, it may be difficult to get a club owner to sign off. Additionally, it is hard to gain proprietary rights on ideas.
Other answers (1)
Kelly Robbennolt
Answered by a user, over 2 years ago.
I am always asked by people how to protect their ideas. The best way, of course, is to keep them secret. Any facetiousness aside, it is a sincere recommendation. Often people talk about their ideas to brag, to brain storm, and to make themselves feel as if they are adding to discussions. These are not good reasons to disclose information you want kept confidential. However, barring total secrecy, having a Confidentiality Agreement can help protect your ideas.
When to disclose information Disclose information in increasing amounts as the deal progresses. Be sure that the balance of power in the deal remains relatively even in terms of oral commitments, commitments through information disclosure, money or contracts. The information disclosure should start with general concepts and progress to detail at the contract stage. Be sure to keep careful notes on what, when and where information was disclosed and who else was present at the meetings. These records can be extremely helpful if you ever end up in court. Always disclose the minimum necessary to close the deal, without being fraudulent or misleading. This allows you maintain the most control over your product or idea, as well as protecting your options for changing the timeline or details later if needed. Once the deal is closed and the contract is signed, both parties should be more committed to the process and protecting information. However, saying the minimum needed does not mean withholding material information that substantially affects the deal. For example, if your idea requires FDA approval, does not have it, and no one brings this up, it would be wiser to disclose this up front rather than to wait for this bomb to blow up after the deal has progressed. If a party feels angry or mislead then trust is broken, and, contract or not, it will be hard to proceed productively. Consider who you are talking to about your product or information. Is the party a competitor who would greatly benefit from the stealing the idea or product, a customer who will be helped by the idea or product, or a partner whose own business would be complemented by your success? The other party’s interests should always be kept in mind. Also, be aware of who at the company you are dealing with. Dealing with the CEO is entirely different than dealing with a programmer or sales person. Remember to also consider the employee’s personal interests in having the information. For example, the head of product of development might think she would get a promotion if she presented your idea to the company as her own for a new product line. Risks of Exchanging Information: Confidentiality agreements can help protect the parties both receiving and disclosing information and are available as legal forms. A surprising fact is that the party receiving information is often taking a greater risk than the party disclosing information. A good example of this risk is a movie studio. Script writers are dismayed to discover that studios not only refuse to sign a confidentiality agreement, but typically make the submitter sign an agreement stating that if the studio later develops something that looks like his or her idea, the submitter agrees not to challenge this. Kelly Robbennolt http://www.facebook.com/people/Kelly-Robbennolt... http://kellyrobbennolt.blogspot.com/ kellyrobbennolt@gmail.com 1 person marked this answer as good
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