There was a business who came to us with an idea for a specialized directory. We thought the idea had merit and did some proof of concept work for to help them see how they would manage things once the site were a live product. A few months have gone by and they have not even taken the time to test out the proof of concept items we have created. They are always too busy and we believe the excitement has dropped or the cost of building the product was more than they can handle. We would like to see if they want to shelve the project and are wondering if there is a way that we can create a document that would release us of any responsibility should we create something similar on our own. basically a this was your idea but it doesn’t seem like you are going to do anything with it so if we do and get rich, you can’t sue us.
Well, it make sense that they haven’t done anything about it but you have put some effort on it and now want to cash on it.
You can go that route. Only a lawyer with all the specifics details can tell you if they can sue you.
You can also follow a different path and tell them “Look. You never have the time to do this and you don’t believe in this project. We do and we want to take it further, at our cost. We can commit to give you 5% (or 50% or whatever % is normal for this type of collaboration) if the project is successfull since the original concept was yours.”
Or don’t pay them a percentaje. Just a fixed amount of cash if you get a net sales of whatever.
The second path will make them happier and, of course, they wouldn’t be able to sue you
You do not mention if you signed any contract, or NDA before doing the proof of concept work.
Assuming you signed one, then you need to review the document or pass it a long to a lawyer. If you did not sign anything, then unless there is some other circumstances not mentioned I would not worry about it.
There is no copyright on ideas. It is highly unlikely they could sue you if you went ahead.
That said, if I was in your shoes I would make a last attempt to contact them. State clearly that you are interested in implementing this idea yourself if they are not interested in doing so. Tell them you would be happy to discuss it with them, and invite them to contact you. But say that, if you don’t hear from them, you will go ahead anyway.
Put that in writing (preferably in a letter rather than an email - or, better still, both). And give them a week or so to reply.
As Mike says, you cannot copyright ideas - so unless you’ve specifically agreed to some kind of NDA/non-compete there should be no legal comeback if you went ahead with your own unique ‘expression’ of the idea (assuming you are not infringing on any existing patents or trademarks).
You don’t need to ask their permission to do this, but it might be a good idea to chat to them about it regardless - you certainly don’t want to get a reputation as the company that ‘borrows’ business ideas from their potential clients…
Were you paid to create the concept work? If so, then they might have some claim to it. But, if you just did it for the sake of showing it to you, then, AFAIK, it’s your work.
Before going any further with your project, consult with your attorney. His/her advice may be different than mine.
Not only that but if they ever go against you, you can prove that your company is honest, serious and does care about its clients and tries to find win-win solutions.
You will look like the perfect collaborator and you would turn around any harm he tries to do to you and your reputation will boost positively
While I do not believe you have a legal problem from the scenario you presented; I do agree with those who suggested contacting your almost client.
Honesty is always the best policy, and discussing your plans with them could free up the idea for you, or might convince them to go ahead with you. Either way, you have done your duty, and they should have no heartburn with your company.
