1 00:00:06,250 --> 00:00:10,930 Let's turn to some practical issues. Big problem. 2 00:00:13,470 --> 00:00:19,620 What encounters if you're starting up a business is getting assistance from other people. 3 00:00:20,250 --> 00:00:24,030 There may be all sorts of reasons why you need other people involved. 4 00:00:27,190 --> 00:00:31,030 You may need some extra technology from somebody. You don't have all the means. 5 00:00:31,030 --> 00:00:36,550 You don't have the manufacturing facilities. Perhaps. Maybe you need some scientific help. 6 00:00:37,450 --> 00:00:44,770 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. 7 00:00:45,520 --> 00:00:49,069 Maybe you need someone to help you sell it. That's all. 8 00:00:49,070 --> 00:00:55,110 There any of these things? May involve telling somebody about your development. 9 00:00:56,370 --> 00:01:07,530 Uh. And it's dangerous. Basically, if you could avoid collaborating, you probably want to do it on your own. 10 00:01:08,990 --> 00:01:16,850 But let's assume you have to go into collaboration. Well, the most dangerous phase is before the project starts. 11 00:01:19,220 --> 00:01:26,360 You've got to choose a partner. And this is really common sense in many ways. 12 00:01:26,360 --> 00:01:36,410 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, 13 00:01:36,500 --> 00:01:40,580 the the invention or whatever else that they're trying to exploit. 14 00:01:41,660 --> 00:01:45,380 And they've spent most of their time trying to get the rights back again. 15 00:01:46,280 --> 00:01:50,480 So very important to choose somebody who you believe is reliable. 16 00:01:52,320 --> 00:01:57,510 And we're going to come to this in a little more detail. But you need to protect your position during negotiations. 17 00:01:58,810 --> 00:02:06,220 So in deciding, you know, discussing whether to to form a partnership for somebody else or to involve them, 18 00:02:08,380 --> 00:02:14,050 you really need to make sure that if you tell them something, they can't just use it for their own benefit. 19 00:02:15,070 --> 00:02:22,600 They've got to get involved with you. It's very important if you're setting out on the road, 20 00:02:22,600 --> 00:02:28,120 especially if you're sharing technology with people that you identify who owns the rights and what. 21 00:02:30,460 --> 00:02:36,820 Some cases will be obvious. Also, there'll be occasions when the rights belong to somebody entirely different. 22 00:02:37,420 --> 00:02:41,050 So there may be third parties who have rights that you have to clear up first. 23 00:02:42,310 --> 00:02:48,920 So it's worth spending a bit of time to straightening things out at stage during the product. 24 00:02:49,270 --> 00:02:54,460 The project. You need to decide who's responsible for what. Who's got to do what and when. 25 00:02:55,390 --> 00:02:58,510 There'll be arguments about milestones in development, etc., etc. 26 00:02:59,170 --> 00:03:02,290 And at the end of the thing, maybe it'll go on for a very long time. 27 00:03:02,290 --> 00:03:07,060 But everything comes to an end. You need to decide how the assets are going to be distributed. 28 00:03:07,600 --> 00:03:18,640 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. 29 00:03:20,380 --> 00:03:26,560 Now, as I say, the most dangerous time is when you start to have discussions. 30 00:03:27,660 --> 00:03:31,680 Now. Some years ago, a chap called Mr. Seaga. 31 00:03:33,210 --> 00:03:36,960 Invented a thing called a carpet gripper. 32 00:03:37,110 --> 00:03:42,120 These are the things you put round the edges of the room to fix carpets down. 33 00:03:43,380 --> 00:03:50,160 And he had a patent on it. He went to see a company called Copy Decks and said, Would you be interested? 34 00:03:50,250 --> 00:03:57,510 And they had long negotiations and they said, No, we don't like this particular copy, gripper. 35 00:03:58,730 --> 00:04:02,120 He said, okay, well, actually, you don't like the patented one. 36 00:04:02,180 --> 00:04:05,540 What about this one? And he showed them a totally different design. 37 00:04:06,410 --> 00:04:10,390 But there was no patent on it. And they said, no, not interested. 38 00:04:12,260 --> 00:04:15,579 Some time later, he found out that copy decks. 39 00:04:15,580 --> 00:04:23,470 The people we been negotiating with had obtained a patent and the patent was for the second type of copy gripper, 40 00:04:23,950 --> 00:04:28,090 which you tell them during the meeting. He sued them? 41 00:04:28,990 --> 00:04:32,620 No, there was no nondisclosure agreement. 42 00:04:34,320 --> 00:04:37,530 Nothing at all. The story is more or less as I've just told you. 43 00:04:38,820 --> 00:04:45,040 And in court the copy decks people said well yes, yes we realised confidential but so what. 44 00:04:45,990 --> 00:04:49,799 Oh you know, is it. Oh really. Some sort of legal obligation. 45 00:04:49,800 --> 00:04:55,080 We didn't know there's a legal issue here. We just thought it, you know, it's just politeness confidential. 46 00:04:55,910 --> 00:04:59,700 The court said. No, it's quite clear from the circumstances, 47 00:05:00,360 --> 00:05:08,520 from the fact that you were negotiating with Mr. Seager to set to see whether this unpainted invention might be useful to you. 48 00:05:09,160 --> 00:05:15,510 And you knew it was confidential and therefore you shouldn't use it without his permission. 49 00:05:15,960 --> 00:05:27,450 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. 50 00:05:28,110 --> 00:05:35,990 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. 51 00:05:36,410 --> 00:05:42,050 So if you get a non-disclosure agreement right at the beginning, that that is the thing you should do. 52 00:05:42,500 --> 00:05:44,030 And this can be very simple, 53 00:05:44,150 --> 00:05:51,710 can be one paragraph will simply say that we are going I'm going to disclose to you certain information and you identify it. 54 00:05:53,610 --> 00:06:01,950 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. 55 00:06:02,700 --> 00:06:06,210 It doesn't give you any other rights. You just use it for evaluation. 56 00:06:07,170 --> 00:06:11,310 Now. Always useful to get those if you can. Some people don't like them. 57 00:06:12,300 --> 00:06:17,410 Some people refuse to accept them. But some people will sign. 58 00:06:19,310 --> 00:06:24,850 And even if they don't, you may still be able to prevent them using information you've told them. 59 00:06:27,000 --> 00:06:36,930 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? 60 00:06:38,160 --> 00:06:42,150 Well. Do you need it? Well, it all depends some extent on what you tell them. 61 00:06:44,010 --> 00:06:51,180 If you think you've got a patentable invention, think about Mr. Sega and copy tax file your patent application first. 62 00:06:51,480 --> 00:06:54,570 Then you can rely on that. You don't have to rely on confidentiality. 63 00:06:55,170 --> 00:07:01,770 Secondly, the fact you filed an application will prove what information you had at a particular time. 64 00:07:02,730 --> 00:07:12,210 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. 65 00:07:13,280 --> 00:07:21,650 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, 66 00:07:22,430 --> 00:07:28,780 he would say, I've developed a hand dryer which is much more efficient, which can dry people's hands in 15 seconds. 67 00:07:28,830 --> 00:07:35,510 Are you interested? You don't tell them how it's done. Now that might be enough to get people involved. 68 00:07:36,760 --> 00:07:41,470 But if you feel you have to tell them everything, I think I would just go somewhere else. 69 00:07:43,580 --> 00:07:49,430 So some important rules. You have to be rigorous. 70 00:07:52,240 --> 00:07:59,410 Don't get carried away by enthusiasm. You know everybody everybody I know who's come up with a a new development. 71 00:08:01,330 --> 00:08:04,700 Really desperate to get it onto the market. They can't wait. 72 00:08:05,980 --> 00:08:10,510 But you really have to sit on your hands. You really need to take care. 73 00:08:11,520 --> 00:08:15,030 And just be cautious before you start doing anything. 74 00:08:15,840 --> 00:08:20,430 Work out what sort of traction you can get, whether it's registered designs with patents or whatever. 75 00:08:21,120 --> 00:08:24,720 Just work out what protection you've got before you do anything. 76 00:08:26,500 --> 00:08:31,540 And don't make the mistake quite a lot of companies make, which is they file a patent application. 77 00:08:32,820 --> 00:08:36,510 They've done that. They forget about it. What? 78 00:08:36,510 --> 00:08:45,210 They fail to recognise that since they followed it, they have gone on and developed improvements to it or they've changed it. 79 00:08:46,240 --> 00:08:49,270 But they've forgotten about that. They shoot. They've got patent protection. 80 00:08:49,270 --> 00:08:54,480 That's fine. But in fact, they then find out the patent protection is wholly inadequate. 81 00:08:54,840 --> 00:09:00,420 So you have to constantly review it. If you make changes to your product or process or business. 82 00:09:02,650 --> 00:09:09,730 Then you've got to think about improving your patent protection, filing other applications, or to design protection or whatever. 83 00:09:10,690 --> 00:09:14,350 One thing that is I'm going to finish very shortly. 84 00:09:15,550 --> 00:09:22,600 One thing that you should also be very careful about is making sure, especially if you buy patterns from other people, 85 00:09:22,600 --> 00:09:27,580 as that you register your title, make sure you're registered as the owner. 86 00:09:28,180 --> 00:09:32,140 And I had a case some time ago. Somebody bought a business. 87 00:09:33,430 --> 00:09:38,170 There are patents in the name of another group company. They bought the patents. 88 00:09:39,150 --> 00:09:48,690 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. 89 00:09:48,720 --> 00:09:50,280 And these people said, you're not the owner. 90 00:09:51,000 --> 00:10:00,060 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. 91 00:10:00,120 --> 00:10:04,800 It had disappeared. So they had the most awful trouble showing that they were the owners. 92 00:10:06,450 --> 00:10:09,480 Simple things like if you if you're developing a new process. 93 00:10:10,390 --> 00:10:20,050 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. 94 00:10:20,890 --> 00:10:26,820 A process relating to production of food products which was stolen. 95 00:10:26,830 --> 00:10:33,330 It was offered to another company. And we knew it had been stolen, but we didn't know who. 96 00:10:33,660 --> 00:10:36,990 But we knew it was one of maybe a dozen people. 97 00:10:37,260 --> 00:10:43,520 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. 98 00:10:43,530 --> 00:10:46,910 I don't know. But. And you hope this. 99 00:10:49,300 --> 00:10:50,170 Things go wrong. 100 00:10:50,370 --> 00:10:58,570 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. 101 00:10:59,110 --> 00:11:03,190 Lose business, lose your own family. Almost appalling. 102 00:11:03,610 --> 00:11:11,830 And this is one of the problems with small companies that patent cases particularly are very, very expensive or can be very, very expensive. 103 00:11:12,010 --> 00:11:16,510 They can cost you millions of pounds. Now things have improved. 104 00:11:18,040 --> 00:11:21,880 And of course, try and negotiate your way out of difficulties. 105 00:11:22,630 --> 00:11:30,040 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. 106 00:11:30,250 --> 00:11:35,020 It's just specifically designed for entrepreneurs, people in small way business. 107 00:11:35,650 --> 00:11:39,940 And it will deal with smaller, less complex intellectual property cases. 108 00:11:40,150 --> 00:11:44,620 And there's a limit on the legal costs. That's the other side can get out of you. 109 00:11:44,890 --> 00:11:49,780 If you if you don't when you show limitations on damages, you can get. 110 00:11:50,170 --> 00:11:53,350 But it is actually very, very useful, very informal. 111 00:11:54,220 --> 00:11:57,820 And it's solving the problem that that judge spotted 100 years ago.