• Is it technically feasible?
• Is there a market for it?
• How can you make sure that only you are able to use it?

The first two are not within the skills of lawyers to determine! However, we can certainly help with the last one.

Unless you are well funded and have invented something for which you have filed a comprehensive patent application, your best chance of keeping a market lead is, as far as possible, to keep the idea secret. The effectiveness of this depends on the idea; if it is something that will become obvious as soon as it hits the market (e.g. a business idea for text phone betting schemes) then keeping it secret will not be as effective as for an idea for a secret process to allow you to make cardboard fizzy drinks cans for 20% of the cost of aluminium ones. In the latter case, as long as you can keep the process under lock and key, you can, in theory, achieve decades of market dominance.

In addition, if you have pretensions of obtaining a patent on your idea in due course, but cannot fund it at first, it is essential that you do not make the idea public as you would then not be able to patent it – it would no longer be new.

All this leads one to the need for a confidentiality, or non-disclosure, agreement. These are short(-ish) agreements which specify:
• what sorts of things are to be treated as confidential (and what are not),
• how long they should be kept confidential for
• what the recipient is allowed to use the information received for
• what happens when you’ve stopped talking

and a variety of other terms, depending on the subject matter and identity of the parties.

VSH have vast experience of drafting and negotiating confidentiality agreements and can advise you whether you will be giving or receiving information. These agreements can seem very straightforward, but they need careful consideration depending on the nature of the businesses involved – failure to get them right is critical since once the cat is out of the bag, it is almost always impossible to get it back in!

For further information please contact:

john.davies@vshlaw.co.uk or

martin.jinks@vshlaw.co.uk or

su.knowles@vshlaw.co.uk