A legal expert’s tips for preventing intellectual property theft.
If you are planning what you regard as a unique event, are the details of its execution confidential?
If you are responding to a request for proposal for planning services, would you be happy if the prospective client used your ideas but selected another planner to implement them?
In either case, do you know what steps to take to prevent your ideas from being ripped off?
Ideas are an important form of intellectual property and should be carefully safeguarded so that competitors — real or potential — cannot use what rightfully belongs to the originator of the idea. The key is to protect yourself in writing.
Your Unique Ideas
In the first scenario, a planner holds what he regards as a unique event at three venues within the same hotel chain. The venues are geographically separate, but the details of what the planner expects from the hotel are virtually identical and, in the planner's mind, the result of a long period of trial and error and experience in how best to serve the attendees at each venue. Most of the details are the result of lengthywith representatives of the hotel chain and have been reduced to contractual language.
Another planner who organizes similar events might want to use other hotels in the same chain used by the first planner. Is the hotel free to share the first planner'sdetails when negotiating with the second planner? What if a salesperson from the chain goes to another chain and wants to use details learned to entice similar groups to his or her new employer?
Ordinarily, nothing in a contract could be construed as copyrightable material, but the data is, nonetheless, proprietary to the planner. In this case, the planner can negotiate with the hotel chain to include a confidentiality provision, reciting the unique nature of the event and prohibiting the hotel or its employees from using the contract's contents outside the hotel at which the event is taking place — or with any other hotel client — without the written consent of the planner.
Some hotels might argue that the contract's contents belong to them as well as the planner, but an explanation of the rationale behind a confidentiality clause could help to allay concerns.
Independent planners will frequently be asked to submit proposals detailing how they can be of service to a prospective client. Many have experienced the feeling, after not being selected for the job, that the client merely took their ideas and passed them along to the planner who was chosen.
One technique that might make a client think twice about using proprietary ideas is similar to a “click-through” agreement on a Web site, which prevents users from accessing a site's material unless they click on an “I Agree” button to accept the site's terms and conditions. Similarly, in submitting a response to an RFP, a planner might include a conspicuous notice — perhaps using text highlighted in bold or in a different font or color — alerting the recipient that the material submitted is proprietary, is for use only in reviewing the planner's proposal, and may not be copied.
Some planners follow up with clients who do not accept their proposals and ask them to return the submitted document.
If documents must be submitted to prospective clients in electronic form, they should be sent in PDF format, which, while it doesn't prevent idea theft, makes it slightly more difficult for clients to take the material, edit it in ways to eliminate its source, and use the material as their own.
None of these techniques is foolproof, but their use shows a planner's commitment to professionalism and to protecting important, proprietary information.
James M. Goldberg is a principal in the Washington, D.C., law firm of Goldberg & Associates PLLC. His practice focuses on representing associations, corporations, and independent meeting planners. He is the author of The Meeting Planner's Legal Handbook.