Drafting an Intellectual Property 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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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.

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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About Briffa

Briffa is a firm of leading intellectual property solicitors based in London. We’re creative, transparent and competitively priced — our highly skilled team provides the level of expertise and quick turnaround times you need to ensure your intellectual property and business interests remain protected.

We help clients across a broad range of sectors and we’re experts in brand strategy and IP portfolio management — our team can help your business grow, giving you a competitive edge that increases the value of your business for either investment or eventual sale.

If you would like some FREE advice on protecting your intellectual property and increasing your market share just request a FREE legal assessment with one of our intellectual property solicitors today.

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