Respected Sir, I have developed a small tool using Excel (Microsoft Excel). Not it has all the formulas and calculations into it which were developed over a period of time. Now I am planning to create a tool / online website tool out of it for commercializing the same for various customers. I am in touch with a vendor who can convert my idea / excel tool into an Online Website tool. My question to you is that if i hand over the excel which i have developed to the vendor for developing the online tool they can misuse it or they can also start selling the idea to their potential customers. Or they can keep a copy of the same and give it to others for any amount. In that case how do I protect my IP? Just signing an NDA is fine? Or how can we make sure that they are legally bounded to not to sell or misuse my IP anywhere else. What should be my approach. Kind Regards, Suvajit
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Protection can be obtained by two way.
One you publish your work or register your work with copyright authority.
Other way is to go for an assignment agreement with the assignee. It is better to get it registered. You may assign whole right or some part for limited period or for ever with other restrictions if you so desire.
You need to create a patent rights of your own creativity and that too has to do registration of patents so nobody copy it as same type of formulas, online business etc there should be all types of conditions that be protected not to be used by others.
Thank you sir for your kind response. Looking at this as a startup or small venture how can we keep the cost a minimal which putting full legal boundaries for the vendor to not misuse my years of work at a ease. Also can we put some monetary penalties around the same? Please suggest which option will be best as per you and also the cost associated with the 2 options you provided. Thank you!!
It total depends upon you that how much are your investment that is financially , physically and mentality so the cost should be decided by you accordingly to the contract and cyber act for the any penalty to be fixed in the contract or agreement.
Respected sir...
For that you have to enter into an agreement with that person stating that he will not use that IP and the rest of your idea without your permission ...and whenever he need he must obtain your prior permission for that access...this will only be the safe processor...
Thank you
Non disclosure agreement entered into with vendor should protect your interests
2) the vendor would not be able to disclose it to third parties nor sell the same
3) in the event vendor violates agreement you can sue vendor for damages
You need to take a patent if the same is patentable work. Otherwise you can't bound anyone to not copy your work
You can engage lawyer for drafting NDA
2) in event of violation of NDA you can claim liquidated damages as mentioned in contract
Hi
You should have the following agreements with your vendor in order to ensure that your idea and efforts on development of tool are not vandalised by the software developer and /or marketing agency.
1) Intellectual property agreement clearly outlining the fact that all IP, copyright, trademark will remain with you and your vendor will have no rights whatsover on your tool and its derivatives.
2) A non disclosure agreement cum indemnity and
3) Software development agreement (for development of tool/online website tool) between you and software developer outlining the scope of project, deliverables, timelines and also handing over of source code to you.
4) Commercialisation agreement (assuming the developer will take responsibility for marketing and sales of your tool.
If you believe that your tool is commercially viable, you should hire the services of a lawyer who can be of assistance in drafting the relevant contracts. You can hire lawyer on assignment basis (time and material) or on per contract (each of above mentioned clauses 1 to 4) is a contract.
Many of us lawyers work with start up's and we are aware of the challenges of a start up and we provide services keeping in mind the challenges of start up
Hope this information is useful
Hi,it is advisable to get it patent so that you have exclusive right over it ,and in case of misuse by anyone a compensation can be sought from the court..Also get an agreement executed before proceeding further
1. You can register the code as copyright and can take protection.
2. Further between two parties you can prepare a NDA and can mention the amount of.compensation/damage in case of any breach of same.
1. An agreement incorporating all the condition and scope of work and compensation /damage in condition of breach can be mentioned. The agreement won't cost you much the drafting fee of the lawyer will be actual cost.
Dear Sir,
You are suggested to have a speaking agreement describing all the things so that your interests are protected at all the times.
Go for the NDA
Dear querist,
Since you have developed the online tool, it is your creation which is an idea converted into a tool. You are entitled to file the copyright in the name of you for the tool. The fees is reasonable which will yield you much larger profits since your tool is protected by the law and you can sell it selectively and even the agent you have hired can not misuse the tool.
You can contact me for consultation, in case you need my assistance.
Regards,
YUGANSHU SHARMA
ADVOCATE
Have to patented it in your name to claim restricted use and right to claim compensation for misuse.
- As per law, Intellectual property (IP) theft is defined as theft of material that is copyrighted, the theft of trade secrets, and trademark violations , hence
- Firstly apply for the the patent /copyright /trademark
- Assess all third-party disclosures for intermediate inventions.
- Entered into an agreement with the vendors after mentioning details of your copyright and trade secrets, and the non disclosure of your work etc, and further clearly mention that in the event vendor violates the terms of the agreement ,he could be liable to pay the damages legally, and for a case under the cyber law.
Dear Sir,
You have to secure by imposing more and more clauses in your favor like penalitles. It is a debatable issue.
If you have created the said tool and desire to let it out on commercial basis, then first you get your product trademark protected.
Trademarks are protected by intellectual property rights.
The Internet Domain Names have now become much more than mere representing the websites of different companies on the Internet. Today, in this age of well-developed information technology and worldwide businesses through Internet, these domain names have attained the status of being business identifiers and promoters.
A Domain Name is a quite user-friendly form of an Internet Protocol (IP) address; the technical IP address of this being invisible to the viewers.
Generally, a domain name performs the same functions online, which a trademark serves in the offline business dealings and transactions. While the trademark is striking graphic signifier of your product or company, the domain name is magnificent navigator to your company on the internet, and the virtual image of your business. Duly registered and protected trademark and domain name can offer the following main benefits: ---
Besides, you may enter into an agreement with the vendor to safeguard your interests by making suitable recitals in the agreement as conditions which may be adaptable and conducive as per the circumstances
The cost effectiveness and the conditions to be imposed in the business agreement with the vendor can be taken care of by a consultant in the local who has expertise in drafting such issues as well as for further guidance for conducting the start up business in a good manner.
This involves practical situation too, hence you may better consult a local consultant or a CA who will be able to guide you properly.
Copyright does not protect ideas, concepts, systems, or methods of doing something. You may express your ideas in writing or drawings and claim copyright in your description, but be aware that copyright will not protect the idea itself as revealed in your written or artistic work.
1. Since you have decided to use your tool for commercial purposes get your product trademark protected. A trademark is a sign capable of distinguishing the goods or services of one enterprise from those of other enterprises. Trademarks are protected by intellectual property rights. ... This implies that the trademark can be exclusively used by its owner, or licensed to another party for use in return for payment.
2. Alternatively, you may execute a flawless agreement with your vendor which must clearly set out that all IP rights in the said tool shall remain with you at all times. It must also lay down the liquidated damages which the vendor will have to pay you if IP rights are violated.
3. Get the agreement drafted from a lawyer.
Your issue falls under Intellectual Property Rights domain.
It is advisable to enter into a Non Disclosure Agreement (NDA) with the Vendor.
The NDA with Vendor shall protect your interest in the tool, because of the said NDA, the Vendor is restrained from sharing information to outsiders / third parties about your tool or sell it to any one.
In case the said Vendor infringes the NDA, you can initiate civil & criminal proceedings against him.
The NDA shall invariably have a penalty clause for breaching the terms and conditions of the contract, and that, coming to monetary penalties, there will be a clause viz., "Liquidated Damages" (LD) you can quantify the same.
In case if the Vendor violates the same, you can invoke LD clause and claim damages.
As stated above, you can initiate civil and criminal proceedings against the Vendor for breach of contractual obligations and also claim damages.
It is advisable to get the NDA prepared by a Lawyer.
You should apply for a patent in the DG of patents, copyright and trademarks.
After getting a patent you may share it with anybody.
After patenting your tool you may file a patent infringement suit against anyone and demand appropriate payment from him if you find him violating your space and using your tool or marketing it as his own.
1. First of you should get the idea patented.
2. Then make a Non disclosure agreement with the person you are providing the details to not spread the idea to his potential clients.
