At the beginning of a startup’s life, it is easy to overlook the IP (Intellectual Property) being developed in the company: after all, there is often little or no IP at the beginning. So what’s the point in protecting what is barely there?
Yet protecting your startup’s IP from day one is crucial to your future. Simple basic agreements need to be in place for the people doing the start-up’s work. This includes the founders. All create trade secrets and sometimes patentable inventions. This IP needs to belong to the startup: in many cases, it is your startup’s key asset.
NDAs (Non-Disclosure Agreements) and Invention Assignment Agreements ensure that startup personnel protect the company’s trade secrets, and assign to the startup any inventions they make or software they write.
Independent contractor agreements and employee offer letters cover the same turf, as well as ensuring that the requisite independence of the contractor is maintained.
This website includes here a form of NDA with explanations as to the basic provisions. This can serve as a template for you. My intention is to add over time to the documents available here and enable founders to use them themselves, without necessarily retaining a lawyer. There will be a cost to use these documents, but it will be significantly less than the price of similar services.
One of the more difficult parts of an NDA and Invention Assignment Agreement is how to complete the Exhibits. If you’re reading this as an employee or consultant seeking to understand them, you should read this helpful post from an independent startup lawyer: http://www.stonebusinesslaw.com/resource/general-business-law/how-should-i-list-existing-inventions-invention-assignment-agreement . Ethan Stone, who wrote it, attended Harvard College and Columbia Law School, which we will not hold against him!