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Drafting an Intellectual Property (IP) Contract

When it comes to protecting your intellectual property rights, not all contracts do the best job. Using a standard contract means there is ample opportunity for missed protections and exclusions. Drafting and agreeing to a contract is just the start — it’s the implementation and understanding of the contract that’s key, and you are very much at the centre of that process. Briffa’s expert solicitors have been helping clients protect their IP rights since 1995. You can rely on us for expertise and experience with contract drafting and reviews.

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For a FREE, no-obligation quote just fill in the form below and someone from our team will be in touch within one working day to discuss your requirements.

Different Types of IP Contracts

Website-Related Agreements
There are many types of website-related IP rights contracts you may need to implement depending on your service offering. Briffa can assist with everything from acceptable use policies that ensure employees are educated on acceptable behaviour to domain name and hosting contracts, and outsourcing agreements for contractors and affiliates. We offer experienced legal advice and drafting on all areas of website agreement.

Software, Content, Photography and Media-Related Contracts
There are many different types of agreement required for software and content services, including distribution contracts, software development contracts, collaboration agreements, revenue share agreements and publishing agreements. You can count on our IP rights contract lawyers whenever you want to secure the best deal, get your contract right and save money, time and stress.

Commercial Contracts
Briffa is highly experienced in the drafting of sponsorship contracts, confidentiality agreements, email marketing contracts, web development contracts, copyright-related contracts, a wide range of shareholder, business partnership, investment or joint venture agreements. We can assist you with everything from the sale or purchase of a business to crowdfunding agreements.

Understanding the Key Clauses in IP Contracts

Important and/or higher value contracts should always be very carefully considered, but most contracts often share the following important clauses (although the content of the clauses will differ):
• Duration of agreement
• Services and commitments
• Payment terms
• Jurisdiction
• Default events
• Termination of the contract
• Disclosure of information and data
• Warranties and/or indemnities

Important Issues in Software End User Agreements

• Exclusivity or not? Is the licence limited to jurisdiction or territories, or fully international?
• What exactly is being licenced?
• Cost and payments — one-off, annual or royalty-based licence fees? What provisions should there be relating to information sharing and user monitoring so that the licensor is notified about important data?
• Can the licensee sub-licence? The licensee may wish to sub-licence the Intellectual Property rights. English law does not recognise an automatic right to sub-licence, so express provision should be made in licence agreements. Where the licensee then grants a sub-licence to a third party, consideration should also be given to what happens if the head licence is terminated. Does the sub-licensee lose or retain their rights?
• Is the licensee permitted to assign (sell) the software licence? If so, on what conditions and with what restrictions?
• Duration of the arrangement — will it be for a fixed term and can it be extended? If so, on what conditions, and can it be ended early?
Conditions for the continuation of the licence, e.g. sales targets.
• Early termination reasons, events of breach, liability associated rights and costs, and mechanisms to resolve any disputes.

Does the Licence Need to Be Registered?
Some intellectual property rights, such as patents, trade marks and designs, may need to be registered at a relevant government registry. Failing to do so may mean that the transaction is ineffective against a person acquiring a conflicting interest in that IP right.

Software Escrow
Sometimes, software developers get into financial difficulties or are otherwise unreliable, including the common situation where a developer decides it is not worth continuing to invest resources in updating software. If you are licensing software, these risks are important and you ought to protect yourself.
Software escrow arrangements are useful for licensees. With software escrow, the licensor and licensee agree that a copy of the software source code is kept by a neutral third-party agent.
The terms under which a licensee can ultimately access and use the underlying source code will often need to be carefully negotiated and clearly drafted. Our lawyers are experienced in advising on these situations and agreements.

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Meet some of our specialist solicitors who can assess your legal matters and advise on the best solution for you.

Get In Touch

For a FREE, no-obligation quote just fill in the form below and someone from our team will be in touch within one working day to discuss your requirements.

Key Practice Areas

Briffa’s highly trained team can assist you with a wide range of legal issues, from fixed-fee trade mark and design applications to dealing with IP disputes and drafting contracts. Contact us to discuss your requirements and arrange your free legal assessment.

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What Our Clients Say

Briffa has served hundreds of satisfied clients across a broad range of sectors since our creation in 1995. We’re proud to be leading intellectual property solicitors, but don’t just take our word for it
— here’s what our clients have to say.