A DTI SERVICE My idea: is it a business? UK Intellectual Property Ofce is an operating name of the Patent Ofce All information contained in this document was correct at the time of going to print, and is available in alternative formats on request. For further information please visit our website at:- www.ipo.gov.uk or contact us on:- 08459 500 505 1 This booklet gives basic guidance on how to legally protect your idea, and develop it into a reality. It aims to give you an overview of the issues you need to be aware of in turning your idea into a successful business. If you need more detailed advice from experts, the guide directs you to appropriate professional organisations. You’ll also nd a couple of examples of successful ideas which have been developed into businesses. Introduction 2 Research 3 What is intellectual property (IP) 3 Choosing a business strategy 5 Working with other people and organisations 6 Condentiality 6 Keeping hold of your idea (enforcement) 7 Making sure your idea is original 8 Develop your idea 9 Assessing potential markets 10 Identifying your competitors 11 Planning your project 12 Funding your business 13 Attracting partners 14 Govenment support 15 Checklist 16 Case study (FireAngel®) 17 Case study (Solio) 18 Contents 3 Researching your idea is vital. Be realistic about the following six questions. • Does your idea work? • Is there a market? • What will it cost to produce? • What will people pay for it? • Canitreallymakeaprot? • Can you market it, and do you have the energy and resources to do so (or can you get them)? What is intellectual property (IP)? • Patents – If you’ve created a new invention, it could be a good idea to apply for a patent. This gives you the authority to control how the invention is made, used or sold. • Copyright – This can be an important source of income for your business as you may be able to charge every time someone plays your jingle on the radio, uses your software, transfers your manual to the internet, makes copies of your song lyrics or reprints your magazine article. You can also use copyright to stop competitors copying your labels and literature. • Designs – These are important assets as they can be a valuable selling point and part of your business branding, separating you from your competitors. • Trademarks – These can be one of the most powerful marketing tools you have, as they help customers recognise your company. Registering a trademark allows you to protect the goods and services which carry it, and gives you an IP asset to stop other people or organisations from copying them. • Know-how – You should keep secret any information or knowledge you have that is not obvious from the products or processes you are going to sell. This will help you keep ahead of your competitors and improve any IP you want to license. Research If you’ve created a new invention, it could be a good idea to apply for a patent. This gives you the authority to control how the invention is made, used or sold. 4 Getting an existing manufacturer to make your product or provide your service can allow you to concentrate on other things like promoting and selling it. Joint ventures allow you to bring together the resources of two or more different business to develop a shared project. Usually, one business provides the idea and the other provides expertise or funding. ‘Setting a Vision for Growth’ (www.businesslink.gov.uk) by Business Link provides more information. Most joint venture agreements should include a licence agreement to set out how to transfer technology. In a collaboration, you team up with a business or university. This allows you to share the costs and the work, but it may also mean you’ll have to split the prots. For more information, read the Business Link guide ‘Joint Ventures and Partnering’ (www.businesslink.gov.uk) on how to work with UK universities and colleges, or speak to your local Business Link adviser (www.busineslink.gov.uk/ bdotg/action.directory?r.s=h). There are also some grants available to encourage businesses and universities to work together. Spin-out companies A spin-out company is an independent company created to make best use of IP rights which have been licensed. These companies are often used in universities, where the original researchers need to be involved for the spin- out to be successful in the future. Because the business relationship is at ‘arm’s length’, it allows the spin-out company to focus on a single idea and secure funding or government grants (www.patent.gov.uk/about/notices/2002/manip/sec04.pdf). Choosing a business strategy You may choose to start some sort of business to make best use of your idea, rather than license or sell it. Startingyourownbusinessislikelytobeexpensive,butallprotsandsuccesswillbelongtoyou.Youmaybe able to attract funding, but to do this you will need a business plan. The ‘Starting Up’ section of the Business Link website (www.businesslink.gov.uk, or www.bgateway.com in Scotland) provides guidance for those people who are considering setting up their own business. It is also worth remembering that even if you do not start your own business, you should still be prepared to do most of the work to show why your idea can make a good business. Getting an existing manufacturer to make your product or provide your service can allow you to concentrate on other things like promoting and selling it. 5 Selling your rights Selling some or all of your rights will give you a one-off payment but not a long-term income. Once you have sold your ownership, the new owner can stop you using the IP unless you agree a licence with them that allows you to continue using it. Licensing Because you hold the IP rights, a licence will give you an income without you having to put time and resources into producing the product yourself. A licence arrangement can pay you either a xed amount or royalty payments whenever your idea is used. Often, the licensee (the company you license your rights to) will have better knowledge of and access to markets, which will more effectively make best use of the IP. You can license the rights to one company or many, and this will affect how much money you can make. But remember, doing the work to show that your business idea works is highly important. Licences can be limited in geographically or in time or how the rights are licensed. A clear written agreement between you and the licensee is vital to avoid you having disputes in the future. The Licensing Executives Society Britain and Ireland (www.les-bi.org) is the society for professionals who are interested in licensing IP rights and transferring technology. The Institute of International Licensing Practitioners (www. iilp.net) can help you with licensing in the UK and abroad, and run a service to nd you an appropriate licensing consultant. Copyright collective licences Many copyright owners nd it difcult to manage their rights on their own, and so have formed collective management organisations to represent them and manage their rights for them. There are many collecting societies available who will manage and license the copyright on your behalf (see www.intellectual-property.gov.uk/faq/ copyright/copyowners.htm). There are a range of business strategies for artists and other copyright owners to increase prot as much as possible. You could aim your product or service at the mass market or only make a limited edition. The copyright owners’ organisations may be able to provide more advice (www.intellectual-property.gov.uk/faq/copyright/ copyowners.htm). Public-lending rights (PLR) The PLR scheme gives payments from government funds to authors, to allow public libraries in the United Kingdom to lend their books for free (www.plr.uk.com). Managing your IP rights Just like physical property, it is up to you how you manage your IP rights. Selling or licensing your rights may appeal to you, but no-one wants to buy a business that won’t make money. Your research on the market, costs and competitors will be vital to show someone why they should buy or license your idea. Selling some or all of your rights will give you a one-off payment but not a long-term income. 6 Building a team is important, and you’ll almost denitely need to nd people to help you along the way, because they bring skills you don’t have. It’s important to work out what help you need, how much it will cost and what you can pay. A good team around you will often make the difference between a business succeeding and failing. Being a small inventor can be a lonely business, and making a business from your ideas can be frustrating and sometimes painfully slow. Because of this, it can be useful to contact other inventors to share ideas, advice and opinions. There are a number of online forums that allow users to swap ideas and information, such as IPR Talk (www.iprtalk.co.uk), Make Sparks Fly (www.internetprnews. com/colloquix/1/index) or the ideas21 network (www.ideas21.co.uk). You can get more advice on all areas of inventing at the Institute of Patentees and Inventors (www.invent.org.uk). In Scotland, ICASS (www.icass.co.uk) provides specialist advice and support for Scotland’s inventors. Invention promoters are rms who offer help to inventors. Some people use their services to assess, develop and market ideas. Invention promoters can be very expensive. If you are interested in working with one, we recommend that you do some research before entering into a contract. This may help you to avoid costly mistakes. For information on dealing with these companies, please read our guidance ‘Step-by-Step Guide to using Invention Promoters’ (www.patent.gov.uk/patent/howtoapply/ ipromoters) or contact the Institute of International licensing Practitioners (www.iilp.net). Technology brokers There are lots of services available on the internet that help bring inventors and business people together. The following website addresses are links to some not-for- prot brokering services. We do not support any of the individuals or companies using these services. Globalwatchonline.com Wales4innovation.com Working with other people and organisations Condentiality Itishighlyimportantthatyouconsidercondentialitybeforeyouspeaktoanyone.Ifyoudotellpeopleabout your idea, you may not then be able to patent your invention at a later time. Because of this, sharing new ideas forabusinessneedsalotoftrust,andcondentialdisclosureagreementscanhelp(seewww.patent.gov.uk/ patent/howtoapply/cda). Franchising If you want your business to grow quickly but you don’t have the cash to make this happen, franchising might be one way to grow. However, you will have to share the prots and lose some control over how your idea is sold. The British Franchise Association may be able to help (www.british-franchise.org). Building a team is important, and you’ll almost denitely need to nd people to help you along the way, because they bring skills you don’t have. 7 Why enforce IP rights? The main aim of protecting IP rights is to allow the owner to benet from their inventions. As a result, enforcing IP rights is vital to: • make sure IP rights continue to be legally valid; • prevent other organisations from damaging the IP, including affecting your goodwill or reputation; and • help you get compensation for any damage (for example, loss of prot). Who will enforce my rights? It is up to you to identify whether someone has copied your IP and decide what measures you should then take. In most cases, you can begin civil proceedings, but if someone has illegally copied your product or service, you may be able to begin criminal proceedings. For more information on how to enforce your IP rights, see our booklet on enforcement. Before taking action in court, you may want to ask our Search and Advisory Service for a validity search or their opinion (see www.patent.gov.uk/patent/sas). Insurance You can get insurance to cover legal costs if you need to take someone to court for damaging your IP. However, make sure your policy gives you enough cover. Also, the earlier you take out a policy, the cheaper it is likely to be. Insurance underwriters may not be prepared to cover the risk if you delay taking out insurance until your product has already been affected. If you feel that insurance would be a good idea, discuss it with a professional adviser, such as a patent attorney or solicitor. Remember that if you’re approaching insurers, you may need to get them to sign a condentiality agreement to make sure they don’t publicise your invention. Getting hold of and keeping IP rights is meaningless if those rights cannot be enforced in the marketplace. So, you need to consider what you would do at the start if someone copies your idea. Keeping hold of your idea (enforcement) It is up to you to identify whether someone has copied your IP and decide what measures you should then take. 8 The commercial potential of your idea is likely to be limited if it isn’t original. You should carry out searches to assess whether there are any patents or other forms of IP that cover your idea. There may already be rights covering the invention itself, which means that all or part of your idea is not original. There may also be patents or other publications that were in place before your idea, in which case you will not be able to get patent protection. Protect your intellectual property Once you have found out that your idea is original, you need to consider how you will protect it. IP law is complicated, and so getting legal or other professional advice might often be the best way to work out how to protect your IP rights and benet from them. The Chartered Institute of Patent Attorneys (www.cipa.org. uk) or the Institute of Trade Mark Attorneys (www.itma.org. uk) may be the best people to approach about registering your IP rights. CIPA runs clinics (www.cipa.org.uk/pag es/adviceclinics) which give free basic advice to inventors at the early stages of developing an idea. For copyright, lawyers or trade associations (or both) may be helpful. There are also other, more general sources of advice and help that might be worth exploring. • Business Link www.businesslink.gov.uk • Small Business Service www.sbs.gov.uk • Innovation Relay Centres www.irc.cordis.lu • Patent Libraries www.bl.uk/collections/patents/patentsnetork.html Making sure your idea is original IfyouaretomakebestuseofyourIPassets,youmustrsttakeafewstepstosetupyourinvention.Remember, you need to have non-disclosure agreements in place until you have sorted out applications for protecting your IP. For more information on carrying out these searches, read the section on originality in the Inventors’ Handbook by NESTA (www.nesta.org.uk/howtoapply/inventorshandbook/). You can search trademarks (www.patent.gov.uk/tm/dbase) and designs (www.patent.gov.uk/design/dbase) on our website. The British Library runs a free service for searching for patents, and has a wide range of resources online (www.bl.uk/services/document/patent. html). For a full search, you’ll generally need to pay for expert help. Patent and trademark attorneys specialise in this area (see the section on legal help for their contact details) and our Search and Advisory Service provides commercial searches for patents (www.patent.gov.uk/ patent/sas) and trademarks (www.patent.gov.uk/tm/sas). Once you have found out that your idea is original, you need to consider how you will protect it. [...]... investment and projects with clear exit times The British Venture Capitalist Association (www.bvca.co.uk) represents over 180 UKbased private-equity and venture-capital firms Before approaching potential investors, you need a good business plan, along with evidence of your ability to manage a business Your plan should include detailed financial forecasts and explain what you will do with funds which are invested... Copyright Basic facts Copyright gives the creators of certain kinds of material rights to control ways their material can be used UK Intellectual Property Office is an operating name of the Patent Office A DTI SERVICE Trade Marks Trade Marks: Application Guide Trade Marks: Essential Reading 7 Trade Marks: Essential reading 8 Trade Marks: Application guide Trade Marks: Basic Facts This booklet, together with... receives support from a local STEP manager (see www.step.org.uk) LINK collaborative research encourages the industry and academics to work together on research projects All LINK projects must involve at least one company and one research-based organisation Large and small UK companies and even multinational companies can take part (www.ost.gov.uk/link/) Tax relief and allowances for research and development... were learning about his new ideas Chris used non-disclosure agreements and contractors’ agreements to make sure that anything created through Solio was still BES’ property As Chris said: ‘When anyone is starting to develop a new product, who you talk to about it is key you don’t just disclose to everybody what you are doing If you do disclose, make sure you have a watertight confidentiality agreement.’... Chris appointed a designer called David Fowler Chris then approached a US solar-energy manufacturer, who were making a similar product, but had no patent Chris wanted to learn from them, as he had no manufacturing experience and hoped to share the costs The discussions were successful and Chris signed a development agreement, allowing the manufacturer to own 50% of the solar technology Once BES had developed... confidentiality agreement You may want to get legal advice before you make an agreement Making sure your product is safe By law, many products have to be tested independently to make sure they are safe Using a testing centre approved by the United Kingdom Accreditation Service (www ukas.com) will make sure that the testing is carried out competently and that the results will be accepted abroad For more... were adding features such as TVs and radios, but they drained the battery quickly Chris saw huge advantages in using solar energy – it s environmentally-friendly, convenient and free! Research showed that solar chargers already on the market didn’t work well, and were poorly designed and marketed Better Energy Systems (BES) wanted to develop a brand that was a ‘must-have.’ To get a unique design, Chris... Ireland Companies Registry (www.detini.gov.uk) if they’re a limited company) It may be useful to go to exhibitions and trade fairs to check which of your competitors have displays Upcoming events are listed on the Business Link website (www businesslink.gov.uk/bdotg/action/event) Use main libraries to study trade publications and business magazines You can access information about UK trade associations... account • Sort out your tax and record-keeping • Assess whether you are responsible for paying National Insurance, business rates, VAT, and other business taxes, reliefs and allowances • Assess risks and your responsibilities for health, safety, security and the environment • Insure your business and its assets and get liability insurance • Set up your premises and negotiate with suppliers Running the... service, it s a good idea to assess how it will fit into the marketplace and – most importantly – whether you will be able to build a profitable business around it Identifying your competitors There is always competition between businesses But it is not just another business that might attract your customers, it could be a new product or service To identify your competitors, don’t just research what’s already . risk if you delay taking out insurance until your product has already been affected. If you feel that insurance would be a good idea, discuss it with a professional adviser, such as a patent. experience and contacts available to the company they invest in. The British Business Angels Association (www.bbaa.org.uk) can give you more information. Venture capitalists usually invest anything. the relevant British Standards and available to buy in the UK. Fire Angel eventually won a contract with B&Q for three months, which was followed by a two-year merchandising agreement.