Let's turn to some practical issues. Big problem.
What encounters if you're starting up a business is getting assistance from other people.
There may be all sorts of reasons why you need other people involved.
You may need some extra technology from somebody. You don't have all the means.
You don't have the manufacturing facilities. Perhaps. Maybe you need some scientific help.
Maybe you don't have enough money. You need to check costs of somebody. Maybe you need to get investment from somebody so you can fund development.
Maybe you need someone to help you sell it. That's all.
There any of these things? May involve telling somebody about your development.
Uh. And it's dangerous. Basically, if you could avoid collaborating, you probably want to do it on your own.
But let's assume you have to go into collaboration. Well, the most dangerous phase is before the project starts.
You've got to choose a partner. And this is really common sense in many ways.
You should rely on your instincts. I know lots of cases where people have started up businesses with wholly unsuitable partners who have stolen that,
the the invention or whatever else that they're trying to exploit.
And they've spent most of their time trying to get the rights back again.
So very important to choose somebody who you believe is reliable.
And we're going to come to this in a little more detail. But you need to protect your position during negotiations.
So in deciding, you know, discussing whether to to form a partnership for somebody else or to involve them,
you really need to make sure that if you tell them something, they can't just use it for their own benefit.
They've got to get involved with you. It's very important if you're setting out on the road,
especially if you're sharing technology with people that you identify who owns the rights and what.
Some cases will be obvious. Also, there'll be occasions when the rights belong to somebody entirely different.
So there may be third parties who have rights that you have to clear up first.
So it's worth spending a bit of time to straightening things out at stage during the product.
The project. You need to decide who's responsible for what. Who's got to do what and when.
There'll be arguments about milestones in development, etc., etc.
And at the end of the thing, maybe it'll go on for a very long time.
But everything comes to an end. You need to decide how the assets are going to be distributed.
And it is remarkably similar to people getting married. The the divorce it's there's going to be one can be incredibly difficult to resolve.
Now, as I say, the most dangerous time is when you start to have discussions.
Now. Some years ago, a chap called Mr. Seaga.
Invented a thing called a carpet gripper.
These are the things you put round the edges of the room to fix carpets down.
And he had a patent on it. He went to see a company called Copy Decks and said, Would you be interested?
And they had long negotiations and they said, No, we don't like this particular copy, gripper.
He said, okay, well, actually, you don't like the patented one.
What about this one? And he showed them a totally different design.
But there was no patent on it. And they said, no, not interested.
Some time later, he found out that copy decks.
The people we been negotiating with had obtained a patent and the patent was for the second type of copy gripper,
which you tell them during the meeting. He sued them?
No, there was no nondisclosure agreement.
Nothing at all. The story is more or less as I've just told you.
And in court the copy decks people said well yes, yes we realised confidential but so what.
Oh you know, is it. Oh really. Some sort of legal obligation.
We didn't know there's a legal issue here. We just thought it, you know, it's just politeness confidential.
The court said. No, it's quite clear from the circumstances,
from the fact that you were negotiating with Mr. Seager to set to see whether this unpainted invention might be useful to you.
And you knew it was confidential and therefore you shouldn't use it without his permission.
So the court. Told them that they had to pay Mr. Seaga damages equivalent to the value of the patent it obtained, so as a case of no agreement.
But she still had rights of action. Now, I don't advise that people do that because it may work in some cases, may not in others.
So if you get a non-disclosure agreement right at the beginning, that that is the thing you should do.
And this can be very simple,
can be one paragraph will simply say that we are going I'm going to disclose to you certain information and you identify it.
And that this is only you agree. That is only to be used by you for the purposes of deciding whether to enter into an agreement with me.
It doesn't give you any other rights. You just use it for evaluation.
Now. Always useful to get those if you can. Some people don't like them.
Some people refuse to accept them. But some people will sign.
And even if they don't, you may still be able to prevent them using information you've told them.
But probably not the best thing to do. So what do you do if you think you're not going to be able to get a non-disclosure agreement, a non NDA?
Well. Do you need it? Well, it all depends some extent on what you tell them.
If you think you've got a patentable invention, think about Mr. Sega and copy tax file your patent application first.
Then you can rely on that. You don't have to rely on confidentiality.
Secondly, the fact you filed an application will prove what information you had at a particular time.
So if it's patentable, do that first. If you can't do that, I really don't advise that you tell them all about your development.
What you can do is say, like, if you're Mr. Dyson and you're trying to get someone to help him with the development of his hand dryer,
he would say, I've developed a hand dryer which is much more efficient, which can dry people's hands in 15 seconds.
Are you interested? You don't tell them how it's done. Now that might be enough to get people involved.
But if you feel you have to tell them everything, I think I would just go somewhere else.
So some important rules. You have to be rigorous.
Don't get carried away by enthusiasm. You know everybody everybody I know who's come up with a a new development.
Really desperate to get it onto the market. They can't wait.
But you really have to sit on your hands. You really need to take care.
And just be cautious before you start doing anything.
Work out what sort of traction you can get, whether it's registered designs with patents or whatever.
Just work out what protection you've got before you do anything.
And don't make the mistake quite a lot of companies make, which is they file a patent application.
They've done that. They forget about it. What?
They fail to recognise that since they followed it, they have gone on and developed improvements to it or they've changed it.
But they've forgotten about that. They shoot. They've got patent protection.
That's fine. But in fact, they then find out the patent protection is wholly inadequate.
So you have to constantly review it. If you make changes to your product or process or business.
Then you've got to think about improving your patent protection, filing other applications, or to design protection or whatever.
One thing that is I'm going to finish very shortly.
One thing that you should also be very careful about is making sure, especially if you buy patterns from other people,
as that you register your title, make sure you're registered as the owner.
And I had a case some time ago. Somebody bought a business.
There are patents in the name of another group company. They bought the patents.
They didn't register themselves to the new proprietors. Until four or five years later, they tried to get a license agreement with somebody else.
And these people said, you're not the owner.
We look to the patent register somebody else and they go back and they find the company from which they bought it had gone into liquidation.
It had disappeared. So they had the most awful trouble showing that they were the owners.
Simple things like if you if you're developing a new process.
Do set in place. Security procedures limit the people who have access to it, keep records of who's seen it, and a case where wait.
A process relating to production of food products which was stolen.
It was offered to another company. And we knew it had been stolen, but we didn't know who.
But we knew it was one of maybe a dozen people.
So bit by bit, we found out who it was. So don't be in a position you may say, well, a lot of people have seen it.
I don't know. But. And you hope this.
Things go wrong.
A little aphorism here, little quotation, the judge 100 more years ago who said what a dreadful thing it is to be involved in a patent case.
Lose business, lose your own family. Almost appalling.
And this is one of the problems with small companies that patent cases particularly are very, very expensive or can be very, very expensive.
They can cost you millions of pounds. Now things have improved.
And of course, try and negotiate your way out of difficulties.
If you have to enforce your rights, you have a choice. And I'll just mention one on the Electoral Property Enterprise Court, which is new.
It's just specifically designed for entrepreneurs, people in small way business.
And it will deal with smaller, less complex intellectual property cases.
And there's a limit on the legal costs. That's the other side can get out of you.
If you if you don't when you show limitations on damages, you can get.
But it is actually very, very useful, very informal.
And it's solving the problem that that judge spotted 100 years ago.