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I've been working on a startup plan, and, per the advice I've seen many times, haven't kept it a secret, but rather have talked to a lot of people about it, and gotten some good ideas and direction. I'm not worried about other people stealing my ideas per se--execution is always the trick, and I've got an above average skill set in that regard.

What I'm worried about now, though, is whether those conversations have opened me up to liability later in terms of those people whose ideas I have incorporated coming back and claiming that they are entitled to some stake in the resulting company. To be clear, there's no sharing of code or other artifacts involved--just discussion of ideas.

So the question is, can people make a claim against my product if it incorporates ideas they originated? If so, is there a way to protect myself in that case?

Secondarily, if I discussed the possibility of collaborating with another entrepreneur but later executed on my own (with no products produced collaboratively), does that change the answer above?

If it matters, I'm in the US, so that's the relevant legal context.

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I completely understand your concerns and I am quite happy that I live in Europe right now. – BerggreenDK Apr 10 '11 at 15:24

3 Answers

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Well I think it would come down to a burden of proof in court (not a lawyer etc).

If it was just a conversation over drinks I don't think they have much call. If they spent weeks writing up ideas then maybe a little bit.

If you grow to as big as facebook then they may try it on ... but people will anyway. If you make a nice sized company they probably wouldn't bother.

Risk wise I think it is pretty low, but its really a question for you: Are there any personalities in the people you have talked to that are likely to make the claim?

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Thanks...while I haven't gotten much in the way of concrete answers, that pretty much just confirms my assumption that there's no clearly defined rule. – Michael C. O'Connor Apr 27 '11 at 22:33

The real question is ... what's more valuable to you ... the ideas, innovation and connections you'll make (a 100% probability) ? Or the risk that they may sue you if you became a Facebook (a 0.0000001% probability).

If you do become a FB, you'll have better lawyers. And that's a problem I'd love to have, any day.

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The only ways to protect "ideas" are by

  1. contract, or
  2. patent.

The contract one is a little messy, as a contract doesn't have to be written and can be done orally. The question I would ask yourself is whether anyone you have talked to might feel like they have been ripped off by you using their ideas. If so, they might be able to come up with a legal story (a la Facebook). This would probably only happen if you make a lot of money, as you can't get blood from a stone and lawyers are expensive. If not, then you are probably ok.

If someone has a patent on the idea you are implementing, then it doesn't matter if you got the idea from them or came up with it on your own -- you can still be liable. Again, probably not a concern unless you are making a lot of money.

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