Suppose you decide to do what I recently did and contact the managing partner of a consulting firm and propose that the two entities agree to explore the possibility of forming a business alliance that just might become very profitable? Business is all about deal-making and every once in a while a Freelancer has to pitch a good proposal to the right prospect. After all, nothing ventured, nothing gained.
But there is risk involved, usually for the smaller entity. Freelancers typically offer intangible services, better known as intellectual property. We trade on our expertise and judgment, our brand and reputation, that which distinguishes us from the pack and allows us to make a living.
Engaging in a business alliance or joint venture usually involves the sharing of intellectual property by one or both of the parties (in this case, it would be me). How can you protect yourself from unscrupulous operators who might decide to appropriate your valuable IP, when you’re out there trying to be proactive and proposing potential business deals to parties that might be interested, without getting ripped off for the fruits of your ingenuity?
Denver attorney Susan F. Fisher defines intellectual property or trade secrets as “any formula, method, or information that gives you a competitive advantage…anything that takes time, money or effort to develop and that you don’t want potential competitors to know about.” Most business alliances, including licensing arrangements, require a Freelancer or business owner to reveal trade secrets and other IP.
Protecting the coin of your realm is a top priority. Surprisingly, that can mostly be achieved by taking just a few simple steps that cost no money at all. Step one is to identify your intellectual property or trade secrets as restricted material and therefore not available for general distribution. Mark the material “Confidential” in big bold typescript. Step two is to require a special password to access the document file, to provide yet another level of security.
A third IP security measure is to unambiguously state in a letter, or in the email to which the file of IP information is attached, that said information is proprietary and confidential and that it is being provided as part of a business proposition in which you would like to be paid, should the proposal come to fruition.
Instituting such safeguards not only protects IP, but also demonstrates to lawyers, judges and juries that you identified your IP as confidential and not for general distribution, that you made it known that the information you shared was sensitive and that you intended and attempted to protect your IP, should a dispute ever lead to litigation.
The ultimate level of security is to require that the party with whom you share IP sign a nondisclosure agreement. The NDA provides formal legal protection of your IP and trade secrets. Furthermore, the NDA specifies what information is considered proprietary and what is not and will also describe limits as to how the IP may be used and for how long the information must remain confidential. In the NDA, your attorney should request that all copies of confidential information that detail the ingredients of your “secret sauce” be returned to you at the end of that term.
So by all means, be an enterprising Freelancer and pitch a good idea to the right decision-maker. Just be sure to start the venture off on the right foot by taking a couple of no-cost steps to protect your interests. I’ll let you know how things turn out with my idea. I was invited to call the managing partner in early December to find out if he and his colleagues feel that we have something to discuss.
Thanks for reading,