How to protect against theft of the idea of ​​a startup? | Предприниматель

How to protect against theft of the idea of ​​a startup?

Lawyer tells of the Center for Technology and Innovation PwC.

All variety of startups with their lives and stories combines the presence of “chips”, the idea or several ideas that underlie them and give them an advantage over existing businesses.

It was felt that the idea is impossible to guard or defend from attacks. Many entrepreneurs and investors share that view. But it’s not entirely true. Indeed, copyright law does not apply to ideas, and patents protect only individual technical, artistic and engineering achievements. However, this does not mean a complete lack of ways to protect startup.

Below we describe some ways to protect your startup, as well as their comparative advantages and disadvantages. We will not discuss asset protection startups that are connected with his idea, including the protection of computer programs, domain names and trademarks. These decisions should be discussed separately.

Gentleman’s agreement

In this paper the ideas of entrepreneurs often use the so-called gentlemen’s agreement. Such an agreement concluded orally with partners and investors. The idea of ​​a startup disclose certain circle of persons (partners and investors), which, in turn, agree not to transfer the idea to others and do not use it without the knowledge of the entrepreneur.

Advantages: Easy and informal approach. To participate in such an agreement can any citizen, not necessarily registered as a sole proprietorship.

Disadvantages: The practical difficulty of its application. This is due to the fact that there are no clear written obligations of the parties, no data on the volume and substance of the disclosed ideas, no sanctions for violations of the agreement. Seems improbable judgment in favor of the entrepreneur, if he requires an oral perpetrator gentlemen’s agreement. Perhaps more likely is that the entrepreneur will ruin his reputation and gain the specific “known” in the business community.

Confidentiality agreement

Privacy policy, drawn up in writing, is an improved version of a gentlemen’s agreement, without the inherent drawbacks. Written confidentiality agreement is an agreement on mutual rights and obligations of the parties (the entrepreneur reveals how the idea of ​​the party and a partner or investor as a party that takes the idea) on the disclosure and use of the ideas of responsibility for the commitments and other details.

Advantages: The relative simplicity. It is likely judgment for the employer at the request of perpetrator of such an agreement. To participate in such an agreement can any citizen, not necessarily registered as a sole proprietorship.

Disadvantages: Difficulty formulations. Such an agreement will require some effort of the parties, such as the exact formulation of the obligations, or when referring to the spirit and scope of its disclosure, specifying the order of dispute resolution, the size of liability and its application.

Design know-how

Russia is possible for entrepreneurs legalization of know-how. Russian law has a special definition of the term – the know-how means information of any kind (technical, economic, industrial, institutional and others), including the results of intellectual activity in science and technology, as well as information about how to perform professional activities . Such information must have actual or potential commercial value because of the unknown to a third party, any third party should not have free access to such information on a legal basis, in respect of such information, the holder has entered the regime of commercial secrecy.

Advantages: The ability to attract the violator in civil and criminal liability.

Disadvantages: 1. such a method in accordance with Russian legislation is only available to legal entities and individual entrepreneurs. That is, individuals use it is not available.
Two. Mandatory introduction of trade secrets. The entrepreneur should be sure to enter a regime of trade secrets and maintain compliance with its ideas of the requirements established in law. This will have to: determine the list of know-how to set the order of handling and to monitor compliance with this order, maintain a record of everyone who has access to the know-how and to whom it was transferred, to regulate the relationship with employees and contractors, who are also investors and partners , affix a stamp, “trade secret” and specify the owner of these data.

The main advice to entrepreneurs who want to defend the idea of ​​a startup, will focus on the ratio of labor protection method and its effectiveness. For those who are beginning to develop the idea of ​​a product or service, the best choice would be a confidentiality agreement. For situations where the studies were conducted, there is a ready-made formula (model, an algorithm prototype), which will be the core of the enterprise, the introduction of the regime of commercial secrecy and protection of ideas as the know-how.

Experience shows that better pre-prepared to defend business ideas that will make this defense much more effectively. Combine creativity in the development of start-up with the idea of ​​consulting professionals to protect it, and it will contribute to the success of the enterprise as a whole. If correctly formulate the terms of the privacy issue right know-how and thoroughly prepare a defense business, it can help you even in the face of complex legislation and contradictions in the jurisprudence.

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