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How do you make sure the contractor will not steal your idea?

Hello, I have been working with a few contractors here on oDesk and gave them small tasks to do.

I feel that I have an innovative idea and I really don't want to lay out the whole plan to the contractors, at the same time with these small pieces I have ready, I lack the knowledge to put it all together.

How do you guys make sure (and sleep good at night) that the contractor will not take your idea?

Thanks!

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Hi Michael, Within the oDesk

Hi Michael,

Within the oDesk User Agreement that both parties need to abide to while working together on oDesk there is included an NDA and several clauses regarding proprietary information and copyright that can be enforced by oDesk, when provided with proof by suspending the contractor's account. Your due diligence is to choose contractors with a well-established reputation (4.5 + feedback, 1000+ hours worked through oDesk) because they're less likely to risk their future income by doing something wrong and disclose sensitive info only after the contract has started, not during the interview phase. Also, change passwords and security questions to whatever you gave them access to (CRM, backend of your website)once the project is completed. Hope this helps!

"It is better to light one candle than curse the darkness"

Hey Irena, thank you for the

Hey Irena, thank you for the tip, I wasn't aware that oDesk has an NDA of its own.

Thanks!

Irena is right:

Irena is absolutely right. Smile

Here is a little snippet of the oDesk User Agreement that should outline the obligation the other party has:

First of all here is a brief explanation:

https://kb.odesk.com/questions/163/

Here are some specific parts to note:

"3.5 Client Deliverables.
Client grants Contractor a limited, non-exclusive, revocable (at any time, at Client’s sole discretion) right to use the Client Deliverables as necessary for the performance of the Services. Client reserves all other rights and interest, including, without limitation, all Proprietary Rights, in and to the Client Deliverables. Upon completion or termination of the Service Contract, or upon written request by the Client, Contractor shall immediately return all Client Deliverables to the Client and further agrees to purge all copies of Client Deliverables and Work Product contained in or on Contractor's premises, systems, or any other equipment otherwise under Contractor's control. Contractor agrees to provide written certification to the Client certifying the return or purging of Client Deliverables within ten (10) days after the receipt of the Client’s written request to certify."

"3.7 Pre-existing Intellectual Property in Work Product.
Contractor shall ensure that no Work Product created or delivered by Contractor includes any pre-existing software, technology or other intellectual property, whether such pre-existing intellectual property is owned by Contractor or a third party including, without limitation, code written by proprietary software companies or developers in the open source community (collectively "Pre-existing IP") without obtaining the prior written consent of the Client to the inclusion of such Pre-existing IP in the Work Product. Contractor acknowledges that, without limiting any other remedies, Contractor shall not be entitled to payment for, and shall refund any payments to Contractor for, any Services performed on a Contract if the Work Product contains any Pre-existing IP that was not approved in accordance with this Section 3.7."

6.1 Confidentiality.
"To the extent a Client or Contractor provides Confidential Information to the other and/or to oDesk, the recipient shall protect the secrecy of the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and shall not: (i) disclose Confidential Information to anyone except, in the case of oDesk, to any Client or Contractor engaged in a Contract; and (ii) use the Confidential Information, except as necessary for the performance of Services for the relevant Contract (including, without limitation, the storage or transmission of Confidential Information on or through oDesk Platform for use by Contractor)."

"6.3 Publications.
Without limiting Section 6.1 (Confidentiality), Client, Contractor and oDesk shall not publish, or cause to be published, any Confidential Information or Work Product, except as may be necessary for performance of Services for a relevant Contract."

Also, you can rest easy knowing that oDesk takes these matters very seriously as pointed out in Policy 2.15 "Enforcement of the User Agreement"

You can see that here:

https://kb.odesk.com/questions/1413/

However, if you want to be reassured and check the whole thing out, you can find it here:

https://kb.odesk.com/questions/1386/

Lots of reading, always good to know where one stands.

So, as you can see, you are pretty well covered, however you need to use your own good judgment about how to deal with your projects as well. If it's that confidential get someone local as someone else has suggested. And always pay attention to the work being done (especially on hourly contracts)

Quote:Your due diligence is

Quote:
Your due diligence is to choose contractors with a well-established reputation (4.5 + feedback, 1000+ hours worked through oDesk) because they're less likely to risk their future income by doing something wrong and disclose sensitive info only after the contract has started, not during the interview phase.

With that said above, you may delegate specific tasks relating to your idea where help is needed. If possible you may breakdown whole job into different parts and hire different contractors for each (something usually referred to as "Job Segregation").

I don't think you need to share all detail about your idea with contractors to get work done.

Hope this helps!

Hey Mohammad, I segregate my

Hey Mohammad, I segregate my jobs already. I have a few different pieces of the whole project, but I still need to put them together, but I lack the technical knowledge to do that...

The contractor who puts it all together will need to know the functionality etc..

Thank you!

As a webdesigner, I often

As a webdesigner, I often hear 10 plans for world domination before breakfast; so your idea might not be as innovative as you think it is. You might be overestimating the risk here, is what I'm saying.

That said, you want an NDA and you also need to choose your contractor with care and interview them properly over skype or other IM to get an idea of their character.

In case things do go wrong you firstly want to establish that it is unquestionably your idea (do they notarize documents in Canada? Do that if they do...get a timestamp BEFORE the job starts). Secondly, you would be advised to get a contractor from your own country...if you have to get legal it's simpler and cheaper for you that way.

Intellectual Property Rights

-Darren- J. wrote:

(do they notarize documents in Canada?

Thanks for giving me the laugh of the day Laughing out loud

Canada like any other bureaucratic country loves to kill trees, so if you want it in triplicate it's no problem.

That being said, I'm not sure what sort of document you would have notarized. I do know that you can get a patent on an idea, but not so sure you can get one for a website idea. I do know they do intellectual property as well.

You can always go here:

http://www.cipo.ic.gc.ca/eic/site/cipointernet-internetopic.nsf/eng/Home

However, it better be one HECK of an idea to go through all the trouble to do it.. Lots of hoops to jump through.

As I understood things

As I understood things getting a document notarised is just a cheaper way of getting a timestamp on it. It won't stand as rigorous an attack as a patent would; but the concern here is to stop the contractor ripping it off.

An even cheaper way would be to type up the idea and post it back to yourself; then leave the envelope unopened until it's needed.

*If* things go pear-shaped and *if* it lands in court, you want something that conclusively proves that it was your idea, time-stamped before work commenced. You can take out patents and spend lots of lawyers, but I was just suggesting cheaper ways of going about things to defend against malicious contractors.

Not sure if I understand you correctly..

So basically just write out the idea, and have it notarized as his?

I suppose he could write out the idea, and sign it, and have the signature notarized..

However, never done that before, except on paperwork where it was required. I mean, that's basically what they do when they notarize a check (which never really made sense to me, as the bank is the one that cashes it, so needs to vouch for authenticity)

Either way, it should be pretty easy to prove it was his idea to begin with, especially since he would have all the plans, steps of action etc before hand.

And if you want something with a timestamp on it, you don't even need a lawyer. Throw it into a secure e-mail. Those are legally binding in Canada. So if he sends himself an e-mail, and even has the original ideas written out on his computer, that would have an authentic timestamp on it as well. There, no lawyers needed Wink

Because Computer Time Stamps, and "digital" signatures, e-mails, etc are all valid in Canada.

That's the basic idea yes.

That's the basic idea yes. Have something that proves the idea was his before the date that anyone got told about it...there aren't necessarily any plans that exist right now, as some people brainstorm in their heads and don't get to paper until quite a late stage in proceedings.

The secure email isn't a bad idea, except you'd then maybe have to explain what email is to an octogenarian judge...might be better off with a notarized document or a sealed, posted envelope with postal marks or -hang the expense- registered delivery or proof of postage certificate.

Don't have that problem in Canada

They don't have the problem in Canada with judges not knowing what e-mail is Laughing out loud

I remember back in the early 1990's they had the issue, but now it's so mainstream even the old fogey judges know what it is Smile

And anything with your IP stamp on it, and computer time stamp. It's as good as you having done it.

This raises real concerns in terms of hacking using a trojan for example, where they take full control of your computer, because, well, the action originated from your computer, so unless you prove that someone hacked you and used a program to use your computer, you're kinda SOL.

I'd still go with the 'post

I'd still go with the 'post it to yourself' thing...simpler, cheap, a lot easier to explain, and fairly tamper-proof. Plus, overestimating the competence of judges isn't a mistake I intend to make again.

Darren, that has been proven

Darren, that has been proven many times to not be affective.

I think it's all pretty academic....

Those are all good ideas and won't hurt, but if the worst came to the worst, and the original idea for world domination were to come to fruition and was stolen by some contractor, a lawsuit over copyright and intellectual rights would be so expensive that it would probably never see a court in the first place.....

I had a national newspaper in Poland steal photos I owned the rights to and text that I co-owned the rights for. The other owner was a national newspaper in the UK. The case was as clearcut as it could be. The photos AND the text had already been published in a UK national newspaper, and not a small one. One of the big daily papers in the top three by Sales. Alongside my name as the rights owner of the photos (which were, incidentally, also of myself but I guess that's pretty much by the by....)

The thieving b****ds simply lifted and translated the whole (2 full pages) article and the photos and ran it as their own. I nearly had heart failure when I found out......

The case was as clear as glass, and still there was just about bugger all that could be done about it without spending an absolute fortune. So everyone grit their teeth and left it be.

Quote:Darren, that has been

Quote:
Darren, that has been proven many times to not be affective.

Has it? Obviously it would be useless if someone like Apple or Sony gets on your case; but for establishing a prior claim to the idea against an unscrupulous contractor I would have thought it would suffice.

No. That came to court about

No. That came to court about 40 years ago.

Apply that to the same thing as having an invention and mailing it to yourself, registered mail and not opening it.

Just has not stood up in court.

Well you could type up your

Well you could type up your idea and get it notarized. How's that? Just trying to think of extra safeguards that don't cost a fortune or involve lawyers.

Do you have case history for that? Because I would have thought it worked still in a low-level "my word against his" scenario.