126 • A Guide to IT Contracting: Checklists, Tools, and Techniques
Every business has some form of product or service that it oers to its
customers and business partners. In general, those products and services
are comprised of various types of intellectual property. As is frequently
the case, the business’s customers, business partners, and even third-party
vendors may make suggestions, provide ideas, or oer feedback that may
be useful to the business in improving its products and services. is
type of information is sometimes generally referred to as a “submission.”
While submissions can be an excellent means toward product and service
improvement, the unsolicited nature of this information can also create
intellectual property ownership issues. at is, the submission may itself
constitute intellectual property.
Businesses must be careful to ensure their product development eorts
are not contaminated by outside intellectual property. If the business
allows its developers to be exposed to submissions from the outside, those
outsiders may later claim the business did not have authorization to use
their intellectual property. ey may demand license fees and other com-
pensation for use of their submissions.
is type of risk occurs all the time in the movie and television indus-
tries where people constantly oer ideas for new shows to the studios. If
the studio later creates a show similar to one of those ideas, even though
it developed the show completely without reference to the idea, they could
still potentially be sued for misappropriation of the idea. e studio would
then be in the position of needing to prove a negative: that it did not use
the idea in the creation of its program.
Businesses that receive outside submissions run a similar risk. To mini-
mize the potential for disputes and litigation, businesses must implement
measures to control how submissions are made and ensure they have
proper rights to use the submissions if they choose to do so.
KEY RISKS OF SUBMISSIONS
e rst step in developing an approach to managing submissions is to
dene what they are and appreciate their inherent risks.