New Delhi | 06 Oct, 2018 (1 year, 10 months ago)

Other

How to make copying from ideation documents illegal?

We are sharing ideas via pdf/word documents (via mail) containing our tech requirements (app features) to 3rd party app developers. We hope to enter into legal contract with them in the future, but need to know how much cost will they quote, hence sharing app features (requirements). However, the app is such that its features, although new in idea, can be easily copied/similarly-replicated and sold to another entity or used by the app developers themselves. How can we stop/dissuade the 3rd party from copying our idea (preferably before entering into legal work contract with them)? NDA? +Non-compete? +Non-solicit? All three? On the same note: Companies write "Confidential" or "Intellectual Property of <company name>" in footers of documents. Has this got any legal bearing?
Answers
08 Oct, 2018 | 16:36

Hi,
You are correct that one way to go about your business is executing non-disclosure agreements in addition to consultancy / Independent developer agreements with the app developers. However, the cost you would incur in enforcing these restrictions may be cumbersome and costly. In addition to protection through agreements, and depending on the nature of information that is necessary to be provided to the developers you could consider, for example, dividing the tasks among different developers (as modules, if possible) to avoid a single developer understanding the entire purpose or import of the app; or encode the information in a manner that it is less susceptible to copying. Again, there are other ways to ensure protecting your business ideas from unauthorised use, in addition to the necessary contractual protections.
Regarding your specific points, the NDA (as mentioned above) would definitely be an important document to execute. A non-compete would prevent the app-developer from engaging in a similar business for a period of time, so it is an appropriate restriction, although there may be push-back from the developer if the scope of the non-compete is broad. Non-solicit would not be the most important restriction since it restricts one party from poaching the employees or agents of the other. Given that you would be dealing with independent developers, this concern is unlikely to be on you, but nevertheless, can also be included for abundant caution. The footer on the document would not be significant in proving anything, but does act as a deterrent.
Hope the above clarifies your doubts. Do contact me in case you require a more guided and specific response.


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