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Is there a way to protect my startup web app concept when working with employees/contractors?

San Francisco, CA |

I'm working on a stealth web app. Nothing fancy or patentable, just simply a different concept to the social realm. Is there any way I can protect my concept when working with others or can they just run off with my ideas and plans if I divulge them?

Attorney Answers 5

  1. Best answer

    The only for-sure way to "protect" an idea is to keep it in your head. If you MUST disclose it to someone then make sure you trust them not to use it or share it. Yes, you should have your own intellectual property attorney draft a non-disclosure agreement that everyone who you share your idea with should sign but that document is merely a piece of paper. While it may discourage, a little bit, some ne'er do well from disclosing your idea it won't discourage him for long. Do you really want to have sue to enforce the non-disclosure agreement?

    So, do you really need to disclose the concept of the application when "working with others?" If yes, choose those people carefully, limit the disclosures as best you can [some code to Bob, some to Pete], and have them sign an agreement (1) in which they promise not to disclose the concept and the information you're creating that underlies the concept, (2) in which they acknowledge that the concept and underlying information are your trade secrets, (3) in which they promise not to compete against you by using the concept and underlying information and (4) in which they assign to you all right, title and interest -- including copyright -- in any work product they create for you. And (4) anything else that your own intellectual property attorney can think up. There are plenty of very good intellectual property attorneys in San Francisco and elsewhere in Northen California that can help you.

    The above is general information ONLY and is not legal advice, does not form an attorney-client relationship, and should NOT be relied upon to take or refrain from taking any action. I am not your attorney. You should seek the advice of competent counsel before taking any action related to your inquiry.

  2. Before you share your intellectual property with anyone you need to consult with an IP attorney who can advise you on what you need to do to protect your property and make sure that you have appropriate non-disclosure, non-compete, and non-use agreements in place with potential partners, investors and employees.

    Answers to questions are for general purposes only and do not establish an attorney-client relationship between the commentor or any other person reading the response whether it was the original requestor or any other person. The answer is based upon the very general understanding of the question as written and takes it at face value. For detailed and specific guidance, please consult your attorney or contact an attorney or other appropriate professional directly.

  3. With each of them you need a confidentiality and non-competition agreement of proper scope under your state law. Most states have rules spelling out limitations on how much you can restrict employees. With employees you need an employee agreement that incorporates that confidentialy, plus invention assignment, work for hire notice, copyright assignment, non-compete all within state law. For independent contracts, you are more free to contract and bind them, but they are also much more likely to balk at restrictive provisions. You really need to talk to an IP lawyer and internet lawyer to get this right.

    I am not your lawyer and you are not my client. Free advice here is without recourse and any reliance thereupon is at your sole risk. This is done without compensation as a free public service. I am licensed in IL, MO, TX and I am a Reg. Pat. Atty. so advice in any other jurisdiction is strictly general advice and should be confirmed with an attorney licensed in that jurisdiction.

  4. I agree with my colleagues. With appropriate agreements in place, you can feel comfortable that (a) you own whatever is produced for you (including all related intellectual property rights) and (b) employees and contractors cannot use what you own for any other purpose or disclose it to anyone else.

    This information does not constitute legal advice and does not establish an attorney-client relationship.

  5. Yes, you should have every employee and independent contractor sign an expertly drafted Confidentiality, Trade Secret Protection, and Invention Assignment Agreement.

    This response shall neither be deemed to create an attorney-client relationship nor constitute legal advice but rather is intended to provide general information about a complex legal issue.

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