Ideas in themselves are not registrable until they materialise into protectable products, processes, technologies or works.

Intellectual and industrial property law does not cover mere abstract concepts or thoughts. For an idea to acquire protection, it must materialise in a tangible and concrete form, such as a trademark, a patent, an industrial design or a musical, artistic, scientific or literary work.

However, the fact that ideas are not registrable per se does not mean that they are worthless or should be left unprotected. In fact, the process of developing an idea is a crucial moment when the potential value of the idea is very high and, at the same time, it is highly vulnerable to plagiarism or non-consensual use. It is here that the confidentiality and the contracts to protect them play a key role.

Confidentiality: an indispensable shield

While an idea is being developed and transformed into a tangible project, it is crucial to keep it secret, to avoid plagiarism and non-consensual use. To this end, the confidentiality agreements (known as NDAs), Non-Disclosure Agreements) are essential legal tools. 

These contracts oblige the parties receiving information about the idea not to disclose it or use it for purposes other than those agreed. They are particularly relevant when the idea is presented to investors, potential partners, developers or other interested parties. 

An NDA should be signed prior to sharing information about our idea with third parties and it is essential that it is properly drafted to clearly state what information is confidential, for how long, and the consequences in case of non-compliance.

Collaboration agreements and acknowledgement of authorship

The development of an idea, especially in the field of technology, innovation or artistic creation, is rarely an individual effort. It often involves the collaboration of several people or teams. In these scenarios, the signing of partnership agreements is vital. These contracts must set out clearly and concisely the roles of each actor, the contributions made and, fundamentally, the acknowledgement of authorship or co-authorship of the final result.

For example, if several people collaborate on the invention of a patent or the creation of a scientific work, a collaboration agreement prevents future disputes over ownership and benefit sharing. Such an agreement ensures that each person receives the credit and royalties due to his or her participation in bringing the idea to fruition.

Contracts for the commissioning of works: delimiting responsibilities and rights

In many cases, the idea holder commissions a specialised third party to develop or realise the idea. This is common in software design and prototype development. In these cases, the contract for the commissioning of works is the ideal tool.

This type of contract must specify in detail the subject matter of the order, the delivery dates, the remuneration and, most importantly, the ownership of intellectual or industrial property rights on the resulting work. It is essential that the contract makes it clear whether the assignment involves the total or partial assignment of the exploitation rights to the holder of the idea, or if the developer retains any rights for himself. 

Proper regulation avoids surprises and conflicts once the work is completed.

Conclusion: The importance of contracting in the development process

Ultimately, though, ideas cannot be recorded, the protection of its value during the development phase is crucial and is achieved through a solid contractual strategy. From the moment an idea starts to take shape and is intended to be shared with third parties, the underwriting of contracts such as confidentiality agreements, collaboration agreements, and work commissioning contracts becomes an indispensable legal tool.

These instruments not only guarantee confidentiality and prevent plagiarism, but also delimit responsibilities, recognise authorship and establish the basis for the future exploitation of the idea once it has materialised and can finally be subject to the protections of intellectual and industrial property law. Anticipating and formalising relationships from the outset is the best investment to protect the fruits of creativity and innovation.

In MBR we are experts in drafting this type of contract. Contact with us if you need help.