Have A Big Idea?

I have a big idea.

And, I am inspired by a CEO, who in his past also has demonstrated big ideas. His company has done some really great things. In fact, this company is now a multi-billion dollar empire. I want to share my thoughts and business model with the CEO, and see if he doesn't have a usage for ways to utilize my big idea within HUGE (my fictional renamed version of his company's name). It could be a big win for my company and a win that would lead to other wins.

Can you relate?

So, I visit HUGE's website to see how to contact the CEO. But, rather than that, there was an invitation to submit my big idea. It glared like a neon light from HUGE's website page:

"Do YOU have a BIG IDEA?"

"YES, I have a big idea!" my insides practically screamed out to tell the website operators of HUGE. Their format of inviting this question seemed innocent, enough.

And, perhaps, they DO intend to honor my big idea.

However, big corporations are caught, literally, between a rock and a hard place. They want to be innovative. They even want to compensate people for innovation. In talking with the largest corporation executives, my experience has been pleasant in that they SEEM to want to encourage innovation within their organizations, supply-chain, partnerships, and consumers of their products and services.

Yet, they are bound by legalism, corporate codes, human-resource policy, and the sheer challenge of simply sorting through the mountainous barrage of email, mail, and SPAM hitting their organizations on a daily basis. But, that's not all. Large organizations are also impacted by the fact that they might have multiple divisions. And, in many cases, these organizations do not communicate with each other very well --if, at all.

I began my search through their site to try to initiate a discourse with HUGE to submit my big idea. As I drilled down past the qualifying page describing if I had a big idea, my excitement waned as I found myself reading the HUGE company's request that I figure out which of their vast organizations would be the best fit for my idea, then to figure out who to contact from there. My approach felt more and more nebulous, rather than more and more defined. Then, I found a form! Ah Ha! Perhaps this was the magic bullet to cut the corporate-crap and get to the heart of the matter: how to submit my BIG IDEA to this wonderful company!

Here is the form, with the company name changed to "HUGE" and other detailed information omitted or edited to protect the innocent (including me!):

"IDEA SUBMISSION AGREEMENT

HUGE and its affiliates, including without limitation HUGE USA and its divisions, subsidiaries and affiliates (collectively, “we” or “us”) understand that you have an idea, proposal concept, project or transaction (“idea”) that you think will be of interest to us. You should realize that an idea that is new to you may be old to us, or may be in the public domain, or already in a planning or development stage by us. Thus we have found that good business practice requires a full explanation of the conditions under which we can review your idea."

1. NO OBLIGATIONS
I cannot reprint this exact clause. However, suffice it to say that HUGE is outlining that they are not under obligation to use your idea, nor are they under obligation of an agreement should it be previously submitted or considered by them.

Blog post editor's comments: This means that HUGE doesn't have to use your idea. That seems fair enough. It also means that HUGE might use your idea and they are not bound to you if they use it. Does that seem fair to you?

2. LIMITED RIGHTS TO YOUR IDEA

This clause, while I cannot reprint the exact wording, states that your intellectual property is protected under patent, trademark, and copyright law. It also stated that consideration of your big idea submission in no way impairs their right to contact the validity of your intellectual property.

This gives HUGE the right to contest your patent, trademark, and/or copyright should they decide they want to use your idea. This clause limits YOUR rights as idea submitter and broadens HUGE company's rights if or when they ever decide to use the idea or creatively "borrow' it. At least, that's how I read this. Call me paranoid.

3. NO COMPENSATION

Basically states that finder's fees, commissions, and so forth are not entitled.

This means that you're agreeing you won't be paid for HUGE bending down to hear your big idea. They're not agreeing to pay any fees for it at this time.

4. MISCELLANEOUS
This Idea Submission Agreement shall be construed and governed by the laws of the State of OMITTED without regard to its conflicts of laws rules. Any questions or disputes arising hereunder shall be exclusively resolved by either Federal or State courts situated in the State and County of OMITTED and you hereby submit to the jurisdiction of such courts.

This is a standard paragraph that means if you have to sue HUGE, it's going to be on their attorney's turf and in their home state. This is a legal disadvantage, in many cases, to the idea submitter. If I had to sue a company, I'd much prefer it to be in the State where MY company is incorporated than THEIR company's home state. Would you agree?

Your Acceptance of the Idea Submission Agreement

I acknowledge that no promises or representations either oral or written have been made to me by HUGE concerning my idea. Further, it is agreed that no change may be made in the Idea
Submission Agreement unless it is in writing and signed by both myself and HUGE. I have read
the Idea Submission Agreement set forth above. I agree to accept each of the conditions contained in the Idea Submission Agreement.

Brief Idea Description:___________________________________________________________
Signature:_____________________________ Address:__________________________________
Name (print):__________________________ Date:_________________________________ Phone:___________________________________
Email:___________________________________

Are you shocked in that I decided not to fill out this agreement. Maybe I'm just paranoid. Either that, or I hate forms. I'm not sure which is greater. I can certainly say that all of my enthusiasm to discuss my big idea with HUGE's CEO practically vanished after reading their Big Idea Submission Agreement. Yes, I'd still be excited to talk with him if he called me, but I stopped submitting my idea right there.

You see, I just find it extremely off-putting that HUGE would need a legal agreement to protect themselves and limit me in how I might approach them with a Big Idea. While it might satisfy the legal-eagles, it turns my entrepreneurial stomach and makes me yearn to sit across from HUGE company's CEO and ask him "How did it get to this?"

This agreement is actually a "nice" version of these corporate agreements. I actually felt it was the most kind and least limiting of agreements I've seen of agreements of this nature. That's right, I've seen worse. This is the fifth agreement like this I've either received directly or reviewed at a corporate website in the past 6 months. It seems to be a growing trend among corporations like HUGE. Is your own corporation utilizing an agreement like this?

You must realize that I cease to submit when you send me this agreement.

Why? Because I see it like this:

If I agree to this statement, I may have just limited my rights. I may have given you permission to use my big idea without compensation, recourse, and even given you the right to challenge my copyright in writing, which to some extent might be construed as inviting such challenge. this agreement makes me feel that my idea is not protected except by copyright or trademark law, may not be kept confidential, and may be used without any compensation to me, even though you might benefit enormously from implementing my idea. I realize that you didn't say OUTRIGHT that you would pirate my idea, but having an agreement LIMIT my protection of my idea, rather than PROTECT my idea, seems in YOUR best interest and not in MY best interest. And, that's counter-productive to the entrepreneurial process.

Disclaimer: I am not an attorney and I am NOT providing LEGAL ADVICE.

This post is for entertainment purposes only and merely to help entrepreneurs see the value in protecting their ideas. If you have a legal matter or wish to submit an idea to a corporation requiring you to sign a similar agreement, I strongly suggest you seek your own legal counsel.

That said, I welcome anyone with a law degree to tell me whether or not this agreement is as binding as I've outlined in this post. Is the agreement fair to the entrepreneur? I'm curious to get your take at it. Because, to me, signing an agreement like this is counter-productive to the experience of building a relationship where I'm excited to share my big idea.

If you're an entrepreneur with a BIG IDEA, how do you feel about signing such an agreement? It seems as if, more and more, the Idea Submission Agreement is becoming an obstacle to sharing your idea with corporations.

Please, discuss - I welcome your feedback and comments.

________________________________

Post by Scott Andrews, CEO of ARRiiVE Business Solutions.

ARRiiVE Business Solutions helps executives improve sales, launch products and services, and build dynamic, cross-functional collaborative teams. For more information, contact info (at)ARRiiVE (dot) com or call us at 1 (805) 459-6939.

Copyright © 2007 by ARRiiVE Business Solutions. All Rights Reserved. Reprinting of the agreement included some minor modifications. HUGE is a fictional company name intended to protect the larger company name's copyright and trademark. No copyright infringement is intended. You may republish this article only if you publish in WHOLE with the COPYRIGHT and ALL ACTIVE LINKS intact.

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