Intellectual Property: 3 Legal Tools to Help You Protect Your Business

Filing for a patent can be costly and time-consuming; you may not be able to wait that long, especially if you need to share your idea with others for it to come to fruition.

There are three legal tools available to entrepreneurs to help protect your intellectual property as you develop your business idea into a business:

1. Non-disclosure agreement. It is not unusual for startups to utilize external resources when developing a new business idea. Even if you are just having an informal discussion with other professionals about your idea, it is important that you protect it so you don’t put your idea at risk. A non-disclosure agreement (NDA) can help you accomplish this if you craft it properly. You need to be sure that the NDA is specific enough to protect your idea. It should include a detailed definition of what information requires confidentiality, the obligations of those signing the agreement, any exclusions to the confidential information, the length of time the NDA will be in force, which state’s laws will govern the NDA, and remedies for breach of the agreement.

2. Non-compete agreement. To create an enforceable non-compete agreement in Florida, you need to know what legitimate business practices are worthy of protection under State law. Under Fla. Stat. § 542.335, these include:

• Trade secrets;
• Valuable confidential business information;
• Substantial relationships with specific prospective or existing customers, patients, or clients;
• Goodwill associated with an ongoing business or professional practice; and
• Extraordinary or specialized training.

This list is non-exclusive, meaning that courts are free to interpret other business interests as protected. In general, Florida non-compete agreements must be limited in scope, geographical area and time in order to be considered valid. This is why it is important to hire qualified legal counsel when crafting non-compete agreements in Florida.

3. Independent contractor agreement. Many startups hire independent contractors to help them turn their business ideas into a marketable product or service. If you have these relationships, you will need to have an agreement in place that makes the ownership of the idea clear and that allows you to retain all rights to its use.