What do you think about this Idea Submission Agreement from Oatey?

IDEA SUBMISSION AGREEMENT
Policy Concerning Ideas Submitted by Persons Outside of the Oatey Company
New Products are important to Oatey. Oatey cultivates ideas from associates at all levels of our
organization. Oatey is also receptive to offers of rights to new ideas from sources outside of the
Company. Oatey receives many outside ideas and have often found these ideas to be either
concepts that are already in the public domain, the same or similar to the ideas that have been or
are in development by Oatey staff, or otherwise have become known to Oatey, its employees, or
representatives. In order to avoid disagreements regarding rights, to preserve Oatey’s rights and
the rights of the inventor, Oatey will only evaluate ideas according to the conditions below.
It is agreed between the parties that the definition of an “idea, suggestion, invention and/or
discovery” does not include ideas or materials which (a) through Oatey’s own research work or
otherwise had become known to Oatey, its employees, or representatives prior to Oatey’s
receiving of ideas or materials hereunder; or (b) is independently originated by an employee or
representative of Oatey; or (c) is in or subsequently enters the public domain; or (d) is made
known to Oatey by a third party, who is in lawful possession thereof and who by such disclosure
is not breaching an obligation to the undersigned. Oatey will only accept ideas reduced to writing,
dated and signed by the inventor.
Oatey Co. 4700 West 160th Street, Cleveland, Ohio 44135 (“Oatey”) agrees that, in consideration
for being shown and/or told about certain ideas, suggestions, inventions and/or discoveries
belonging to
_____________________________________________ , (“Inventor”) Oatey shall:
Deal fairly with Inventor in connection to Inventor’s disclosure. Oatey may find it necessary to
disclose Inventor’s submission to individuals or companies outside Oatey’s employment for their
opinion and a thorough evaluation of your idea. In so doing, Oatey cannot agree to maintain
Inventor’s disclosure in confidence, but will make best efforts, not to disclose or cause to be
disclosed, disseminated, or distributed any information beyond what is relevant, concerning the
submission.
Oatey alone shall determine whether compensation shall be paid, and if paid, the amount of such
compensation. Any such compensation shall be negotiated and set forth in a separate written
agreement.
The name and a description of the submission, in clear simple terms, should be attached to this
agreement. The review of the submission and offer to negotiate with Inventor is not an
acknowledgement of novelty, priority or originality and does not prejudice Oatey’s rights to
contest any existing or future patent, copyright, trademark, trade secret or other proprietary rights
claimed for the idea by Inventor or others. All features that Inventor believes to be unique or
points of differentiation must be outlined below with this agreement, this must be completed in full
for your submission to be eligible for review and
evaluation by Oatey. Any agreements received without this information will be returned for
completion. Any materials that are sent to further explain the submission must be sent with a
detailed packaging list accompanying this form.
Oatey will attempt to notify Inventor of Oatey’s interest promptly following receipt of this signed
document and any accompanying information. If Oatey indicates no interest at all, submitted
information will, at Oatey’s option, be returned. Oatey has no obligation to compensate for any
damage, which may occur in shipment.
This agreement shall be governed by and interpreted in accordance with the laws of the State of
Ohio.

First, a disclaimer. I am not a lawyer, so this is my opinion, not legal advise. If you want legal advice, please consult a lawyer. If you have any concerns, before signing any document, please consult a lawyer. Hope that covers, I am not a lawyer.

A lot of this depends on your situationa and what your plans are for your product. If you are lookking to license the product I would take the statement

Oatey cannot agree to maintain Inventor’s disclosure in confidence

to mean they will not keep your info in confidence and it is up to you to make sure you have the protection (PPA, Patent, etc) you feel necessary in order to protect your idea. If you do not have such protection you are making a public disclosure to the company and starting a one year clock. They could also use it without your consent and you do not have legal protection.

In my opinion I would take the statement

All features that Inventor believes to be unique or points of differentiation must be outlined below with this agreement, this must be completed in full for your submission to be eligible for review and evaluation by Oatey.

To mean if I don't have protection for my idea and don't have everything clearly covering my idea they can use those missing elements to get around what I have submitted to them.

Thank you for your opinion. Those are exactly my concerns with the document. I am looking to license my product and I do have a PPA so my clock has already started but I'm not confortable with the whole "points of differentiation" statement. I think that I will persue other opportunities first

Thanks,

James

Would you feel comfortable sending a sell sheet to a company who just says "Here's the email address, we would love to see it." I have filed a PPA.... Holy cow maybe I should post this in the getting paranoid section...lol

Thanks,

James

James, I contact companies all the time using only a NDA and a sell sheet. I don't have a PPA or a patent when I contact them. If the company says "Here's the email address, we would love to see it." I don't send anything without having a signed NDA. Otherwise I am publically disclosing the idea which is not my intent. There are enough companies out there that will sign a NDA and not require a patent in order to review your idea so I have no problem passing on a company that I don't feel comfortable with their policy.