Guest Column: Protecting a business’s intellectual property

Published 8:23 pm Wednesday, August 22, 2018

Guest Column by Dean Swanson

Dean Swanson


A few days ago, I had the opportunity to chat with a small business CEO, and she reminded me about a very important issue that growing small businesses may encounter. She is using a business development center that provides office space for startup businesses, and naturally conversations among participants lead to sharing ideas and opportunities. It seems that one other CEO got very interested in her business concept and ideas and suggested that they work together to develop their future businesses. “Dean, how do I protect my ideas and developed work when working with this other business, or should I not be concerned?” was the question. As I often say, “Great question, I will use that in a SCORE column.”

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Certainly, one way to grow your business is by reaching out to strategic partners who offer complementary products or services or who otherwise can work with you to the mutual advantage of both your businesses. Strategic partnerships can expand your market reach and help you achieve more sales. But giving another business intimate knowledge about your company’s inner workings may make you a bit uneasy. There’s some inherent risk involved in sharing confidential information and intellectual property.

My local SCORE chapter offers an occasional workshop on this topic and also provides individual mentoring as needed. It is very easy to steal your ideas or even your unique approach to customer fulfillment. Very quickly you could generate a competitor by sharing information with the wrong people.

For that reason, you need to take measures to protect your ideas, information and innovations from theft.

Based on my observations and past experience, here are some recommendations that you should consider before working with a strategic partner:

• Determine what information should be considered confidential.

The list may be extensive, and for a small business it could include business plans, customer databases, pricing programs, strategic plans, financial records, employee files, R&D projects, marketing strategies and new business development initiatives.

Small businesses in the startup phase that have proprietary information in the form of an invention or innovative approach should take precautions even with business partners in the case where one might leave before the business actually launches. 

• Review the potential partner’s website and social media profiles.

Carefully examine how they position themselves and what they are saying about their company, team, products, services, accomplishments and capabilities. You want to be sure you’ll be collaborating with a business that truly can act as a partner, not as a direct competitor.

• Protect your intellectual property as you explore the potential relationship.

Don’t send originals of anything. Use GoToMeeting or a similar vehicle to share your materials.

Take official legal measures to protect your materials before you share original documents.

• Ask for an non-disclosure agreement.

This will help protect your intellectual property when you’re ready to share it. You should get an NDA signed early on when exploring a strategic partnership opportunity.

An NDA should accomplish these three things:

• Identify if the NDA is one-way or mutual (i.e., applicable to only one party or both parties).

• Specifically define what confidential intellectual property will be included under the NDA (and consider addressing what is not included).

• Define the term of the agreement. (Although you cannot protect your information indefinitely, you should specify a time when it can be renewed.) 

In addition, make sure everything you share has a copyright notice on it to protect yourself from intellectual property theft.

• Make sure you own any work they do for you. 

Create a work-for-hire contract that states you will own any work they do for you. That will help prevent them from claiming they own it.

By leveraging the advantages of a well-researched, carefully selected strategic partnership, you might exponentially increase your brand awareness and sales. Remember, however, you should always look out for the interests of your business by protecting your intellectual property. In addition to considering the tips here and asking for input from a SCORE mentor, also consult an attorney knowledgeable about intellectual property legal issues including copyright, trademark, patents, etc.

Dean Swanson is a volunteer certified SCORE mentor and former SCORE chapter chairman, district director and regional vice president for the northwest region.