NDA · Partnerships

I have a good idea. How to protect it from a potential partner?

Bogdan Mirkac Electronic engineer / business development manager

October 30th, 2015

In my opinion I have really good idea which could be a global marketing strategy changer. How do I protect it when choosing a partner or while working it through? Is NDA enough?

Michael Barnathan

October 30th, 2015

I find that most entrepreneurs overestimate the risk of a competitor adopting their idea in the early stages (and underestimate that risk after they gain enough traction). A mutual NDA is prudent, but if they're hell bent on copying you, that won't stop them. But look at it this way: are they running a successful business of their own in another area? Is it wise for them to stop what they're doing and spend a lot of time building your thing? Probably not, or they wouldn't be looking to partner with you - having you do it for them is much more economical, if you can come to agreeable terms.

Dimitry Rotstein Founder at Miranor

October 30th, 2015

1. Whatever your idea is, there is a 90% chance it's not worth stealing. Most ideas aren't. In fact, if your idea isn't in use already, then it's probably been tried and rejected.

2. Even if it is worth stealing, there is a 90% chance these other people will not want to steal it, because most really good ideas seem like bad ideas, otherwise they'd be implemented a long time ago.

3. Even if these people do want to steal it, there is a 90% chance they are not capable of it, because they lack the skills and resources, and/or because they are too busy working on their own ideas, which are (to them) infinitely better than your idea.

4. Even if they're willing and able to implement your idea, and happen to be free to do so, then there's a 90% chance they'll join you, which is exactly what you want, right?

5. Even if they don't join you and start working independently on the same idea, there is a 90% chance they'll fail (most startups fail no matter how good the idea is).

6. And even if they succeed, well, you'll just have one more competitor. With so much competition, there is a 90% chance you won't feel the difference. What? You don't have competitors already? Then there is a 99% chance your idea is worthless - go back to 1.

7. And finally, even if someone does steal your idea, AND succeeds with it, AND tramples over you doing so, then there's a 90% chance you won't be able to do anything about it, no matter how many NDAs they signed. Really, what can you do? Sue them? Do you have the money and time for this?

The point is that there is practically no reason keeping your idea a secret, and a very good reason to tell anyone who's willing to listen without any restrictions, unless it's a matter of national security or something.

Amir Yasin Developer, Architect

October 30th, 2015

If your idea is so easily implemented that discussing it with someone is a risk, it's probably not a very good idea.  Ideas are so cheap you should have to pay someone for their time to listen to them.  Execution is everything.  Worry about executing, don't worry about someone stealing your idea.  In the immortal words of Howard Aiken "Don't worry about people stealing an idea. If it's original, you will have to ram it down their throats."

Jessica Alter Entrepreneur & Advisor

October 30th, 2015

I've written about this a ton (and if you do a search you'll find other discussions about this) >> http://members.founderdating.com/discuss/1783/Why-are-people-so-fearful-about-their-ideas-being-stolen.
Two important things:
1. ideas are basically worthless - execution is everything
2. the thought that people are walking around waiting or hoping to steal your idea is way off. You should be pumped if anyone will listen to you, let alone copy you. 
3. If you're most worried about a partner stealing it then you're not understanding the word "partner" - you get what you give, if you're not willing to share you won't get much back. 
Long version here: http://founderdating.com/startups-and-shark-attacks/

Dimitry Rotstein Founder at Miranor

October 30th, 2015

BTW, one funny thing about NDAs. Suppose I sign your NDA and then steal your idea. How can you prove that I did? The NDA doesn't say what we talked about, so it's your word against mine. I could say that I had this idea long before meeting you (and I'd probably be telling the truth too).
And if you describe your idea in the NDA in sufficient detail to prove your case in court, then you've already exposed your idea before I signed the NDA, so what the point?

Rob G

October 30th, 2015

RELAX....

Scott McGregor Advisor, co-founder, consultant and part time executive to Tech Start-ups. Based in Silicon Valley.

October 30th, 2015

An NDA is enough. Marketing strategies are largely unprotectable. You protect yourself by executing faster than anyone else.

Asim [asim.bucuk~@~gmail.com] IP R&D and IT Systems Architect

October 31st, 2015

Bogdane ne slusaj sta ti govore :-)

I disagree that "ideas are worthless" and execution is everything. It is often repeated in our industry but only because there are so many people around who never had a good idea nor are they analytical enough to understand it even after it happens in real life. I remember multibillion dollar presentation from the time I was working at Goldmans with a slide titled "Past performance is not a guarantee of future returns, but what else have we got?". Scary...

The fact is that there are tons of more people who could do good execution or get resources via funding, but this life doesn't work that way otherwise richer would get richer, bigger companies bigger and there would be no successful startups.

If analogy is made between a car and a business you could say that engine is an idea and execution are wheels. You need wheels to move but the engine provides necessary acceleration which is the key in today's economy. The ideas are key and they are the ones propelling us in the future. We should not be like parrots repeating "you need wheels to move, you need wheels to move".

The simpler idea is, the harder it is to get to, and more valuable it is. 

Regarding an NDA you should always include a subject line about the topic you are about to disclose and it should not describe precisely crux of your invention. For example, you could say "System and method for kids’ stimulation of learning by using internet connected devices" It does not include how you have solved the problem but at the same time your potential partner would know if what you are about to disclose is in conflict with something he/she is already doing, and if that is the case they should be honest with you and either not sign because of conflict of interest or not do it on their own as it is a very specific legal document.

However, if you need much greater protection from e.g. reverse engineering after you have launched your service and it is in public domain and/or protection from other competitors and your idea is significant than you should apply for a patent application. It is not too difficult to do and you could do it yourself from free. You will be much more protected for one year in which you have to decide if you want to invest in your patent protection or dump it.

There are many examples out there but I will give one, and that is of Larry Page whose idea was about importance of hyperlink in search engine algorithm. After they proved value of it in the market, others such as Overture and Yahoo multibillion dollar valued companies at the time with huge resources, execution capabilities and market interest, could only watch their value evaporating in front of their eyes.

Having said that there are many businesses doing well with no patentable ideas e.g. foundersdating.com and they are doing well, but if Larry listened to some of the advice from people above in 1996 and did not sufficiently protect his idea we would not have Google today as we know it. 

Filter out noise from your advices and think what kind of idea is yours and what kind of protection do you need.

If you need help with an NDA or initial patent application, don't be shy and get in touch.

Maybe I should start a blog on this subject. :-)

Bogdan Mirkac Electronic engineer / business development manager

November 2nd, 2015

Mnogo hvala Asime :)

Thank you all very much for your thoughts and advices.

Dimitry Rotstein Founder at Miranor

November 6th, 2015

Thanks for this discussion. It inspired me to write a post to LinkedIn Pulse:
https://www.linkedin.com/pulse/chances-someone-stealing-your-idea-literally-1000000-1-rotstein?published=u

Hope it doesn't sound too harsh though - it wasn't my intention to insult anyone :-)