- October 20, 2021
- Posted by: Eunoia Law
- Category: Corporate Law
Kunle had a brilliant business idea. He saw a need that existed in Infinity Medical Group- there were no properly kept medical records of patients that passed through the hospital.
Patients could not have speedy access to their medical history. The few that had records were records that were made up of files with low quality sheets, prone to tears at the littlest of pressure with ink already fading out, thereby rendering the files unreadable and almost useless. Kunle felt he could develop an electronic medical record (EMR) software that doctors in the hospital could use, where the medical history of the patients are immediately imputed into a central system and updated with each new encounter.
He approached the Chief Medical Director (CMD) of Infinity Medical Group and discussed this. Quite impressed by his presentation, the CMD asked Kunle to show him a dummy of how the software will work. Kunle excitedly laid it all bare and they both had a robust discussion on how the hospital can deploy th use of this software.
A few days later, the CMD called his nephew, who was a final year Computer Science student at a private university, and discussed the EMR software. He asked if it was something his nephew could build. His nephew said he would try his hands on it.
Kunle didn’t get any feedback on when he will be formally engaged by the hospital to build the software. So he thought to pay the CMD a visit. On getting to the hospital that morning, he was told the CMD was at a meeting so he decided to wait at the reception. Then, an interface on the laptop of one of the nurses caught his attention. He was so sure what he was looking at was an exact replica of the dummy EMR software he had shared with the CMD. Then it struck him- the CMD had taken his dummy, given to some other programmer who developed the EMR for the hospital. He was devastated.
Stories like this and many more abound in the business world. Ideas rule the world they say, but if you do not protect those ideas, you could be said to have slept on your rights. Many business men and women enter into mere handshake deals (verbal agreements) with each other without detailing in fine print, the terms and conditions of the contract. This does not augur well for businesses in the long run.
Sad stories and instances of corporate thefts is why we business lawyers advise clients to draft and sign Non Disclosure Agreements (NDAs) with intending business partners. An NDA is a contract or contractual provision containing a party’s promise not to disclose any information shared by or discovered from a trade-secret holder, including all information about trade secrets, procedures, or other internal matters.
Proposed business partners, beta-testers and contractors etc. should all be required to sign NDAs.
At Eunoia Law, we deliver bespoke corporate legal services to our clients so their businesses can survive and thrive. Book an appointment to speak with us today.
This is a work of fiction. Names, characters, business, events and incidents are the products of the author’s imagination. Any resemblance to actual persons, living or dead, or actual events is purely coincidental.