Contractual Matters: Idea Disclosure

Posted By Debbie on October 29, 2010

I was recently shown THE most bizarre contract I’ve ever seen. I wanted to share some odd bits from it so that other designers and UI pros can look out for these things when reading a client’s contract. For more posts on contracts, check our blog tag for “contracts.”

The Problem: The contract I was shown had language that basically said that in the process of working for this client, if I had any ideas that could possibly benefit his company in any way, I had to immediately disclose them. These ideas were then his property 100%.

The Solution: I told him that as a consultant, and especially a marketing consultant, I have ideas all the time… but they are for sale. I normally don’t just report every idea I have to a client without being paid for that type of consulting work. I suggested that if he wanted piles of ideas for me to put me on retainer. If I’m being paid, I’d be happy to be in constant-brainstorm mode, and hand him lots of ideas.

The Discussion: He told me he would not pay any extra for my ideas, and I would be obligated to give them all to him at no extra charge.

I didn’t sign the contract. We won’t be doing business. Read contracts carefully! Sometimes, it’s better to walk away from the work than to sign something you’ll be sorry about later.