The Dangers of the Unsolicited Submission

You receive an unsolicited submission of a new product or a screenplay and would love to use it but you’re worried about exposing your company to liability. Here are some proactive protective measures you can take to protect your company in the dangerous world of unsolicited submissions.

Idea theft accusations frequently fly in the business of  Hollywood, resulting in many lawsuits over who had the idea first for TV shows and movies. Tech businesses — most recently Facebook — are also prime areas for idea theft claims.

Here are some steps that idea recipients can take to protect themselves while capitalizing on great ideas:

  • Decide whether to accept and perhaps encourage idea submissions, or whether to refuse to accept and actively discourage them.
  • If you decide to accept idea submissions, create a mechanism or process for handling them. Creation of a submission process allows you to isolate the receipt of unsolicited ideas, making a record of the date the idea was received, by whom it was received, and what was done with it.
  • Disclaim liability for any submission made in broad terms, including the nonconfidentiality of the idea and a right to use the idea without compensation.
  • Consider providing a link for idea submissions to channel them to a particular department that will document the submission and determine its fate. Once an unsolicited submission is received, you may either reject it expressly or accept it using a standard submission agreement with the submitter.

Our next blog post will look at the other side of the relationship, i.e., how those with great ideas can protect them from theft.

For an entire chapter on idea submissions, go to CEB’s Trade Secrets Practice in California, chap 3. Also check out material on implied-in-fact contracts in CEB’s California Law of Contracts and the general discussion of copyright law in CEB’s Internet Law and Practice in California and California Business Litigation. The complete article on which this post is based can be found in the July 2011 issue of CEB’s California Business Law Reporter.

© The Regents of the University of California, 2011. Unauthorized use and/or duplication of this material without express and written permission from this blog’s author and/or owner is strictly prohibited.

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