Legal Issues for Startups with Martin Nobel #NHSClinent

Martin Nobel @ShakespeareMartineau

Confidentiality agreement

There are different kinds of legal protection: trade secrets, copyright, trademarks, patents, trade marks.

If you tell someone else about your patentable idea they can steal it. Therefore it is best to drip-feed the information. Non-disclosure agreements should be considered but it depends on the circumstances.


Confidentiality agreements need to be framed. Why are you meeting? How long is it going to last? (NHS and govt bodies don’t like to keep things secret forever because it is too burdensome.)

Is it legally binding? Is it “subject to contract”, is there a termination or exclusivity period? Negotiation – are they just setting the scene or is this a firm agreement.

Head’s of terms documents are equally just provisional documents. Is it just a bluff?


Some things are binding. NDA’s/Confidentiality obligations in UK law is binding. There could be a 6 month exclusivity period. Speed and bargaining position all need to be considered.

NDA, Consultancy, IP licence, manufacturing, agency / distribution, collaboration and IP assignment agreements are all binding. As is Joint venture.


Memorandum of understanding, heads of terms – these are normally interim holding positions and are not formally binding.


If somebody else writes the code they technically own the copyright. The agreement needs to be clear that the contract involves exchange of money or equity for the IP (in the case of IP you are talking about a joint venture).


Joint ventures – for example the Innovation Hub joined up with Nova with a memorandum of understanding – then this was put into the articles of how the company was set up.

What are the exit provisions if the other side doesn’t perform? Not every eventuality can be covered. However, you can cover the broad areas.

Never give away more than you need to. Drip feed the information – particularly if it is out of the country. IP is like a currency that you spend around the world. It might not convert well. You can get european patents.


You want to restrict what other people can do with your IP.

Trademark and copyright are automatic to a degree when you start trading but if a logo for instance is going to be important going forward then you need to try and protect it.


The biggest danger is running too quickly into things without building the framework first.

If you do end up in difficulty then you will need legal support and a strategy to deal with it.

If a computer produces code it is the person who built the computer who owns the code. This is true for images and any individually coding that is done.

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