Don't Get Burned by Unsolicited Ideas

The Company Perspective
Many companies are unsure what to do when receiving unsolicited suggestions from outside the Company. A sound intellectual property program will include a policy regarding the receipt of unsolicited suggestions, ideas and/or inventions, including both patented and unpatented inventions (the idea). The policy should be designed to avoid any misunderstanding that the Submitter is entitled to compensation and/or that the Company agrees to pursue the idea upon receipt of the unsolicited information.

Preferably, the policy should require each Submitter to review and to sign a waiver related to the submission. Suggestions should only be received in written form. The waiver can include the following provisions:

• The Company’s receipt and/or evaluation of a submission do not imply or guarantee confidentiality, a promise to pay compensation, a promise to pursue the information and/or recognition of the novelty of the suggestion. 
• The Company accepts no responsibility for loss or destruction of any samples received from the Submitter or for maintaining the confidentiality of the idea. 
• The Company will compensate the Submitter only if the Company agrees to pursue the idea, has received the idea only from the Submitter and was not previously aware of or working on the idea, and reaches an agreement with the Submitter as to the terms and conditions related to the exploitation of the underlying idea.
• The Submitter will not make known the Company’s potential interest in the idea or use the Company’s name without prior written permission from the Company. 
• The Company is under no obligation to make known to the Submitter the Company’s research and development or that of its competitors.
• The Submitter agrees to negotiate with the Company for rights related to the idea if the Company is interested in pursuing the suggestion.
• The Submitter agrees that the Company is not required to provide any explanation for its reasons should the Company decide not to pursue the idea. 
• The Submitter agrees that the all of the provisions of the waiver apply to any information submitted related to the underlying idea.
• The Submitter has read and understood all the provisions of the waiver.
• The Submitter has the right to discuss the suggestion and is not aware of any express or implied agreement inconsistent with said right.
• The executed waiver is preferably reviewed by counsel and forwarded onto the Company personnel who will review the idea to determine the Company’s interest level. Interest or lack thereof in the idea should be confirmed in writing and reviewed by counsel and oral conversations indicating interest level should be avoided. 

The Submitter Perspective
The waiver above means that the Company does not guarantee confidentiality of your idea. Further, there is the potential for misunderstanding or ambiguity regarding what the Company already knew before receiving the idea and what they learn from the submittal of your idea. Therefore, it is often recommended that the Submitter file a patent application with the United States Patent and Trademark Office prior to approaching a company with a particular idea. In so doing, there is official documentation regarding the idea.