IP Contracts and Licences

As a client, you will rightly expect any commercial lawyer you might instruct to be competent when it comes to contract drafting and contract law. However, not all contracts are the same and in fact, even where some clauses are boilerplate, the devil is always in the detail.

Below are the types of contracts and agreements which we advise on regularly – our solicitors know our way around these documents which also means you don’t get charged for research or catch up time.

Choosing the Right IP and Business Contract Lawyer

Can you trust that your lawyer knows what he/she is doing, trust that they are competent and the right personality to negotiate on your behalf?

Will your lawyer explain the contract to you and possibly others in your business, in a patient, plain English, practical way?

Drafting and agreeing a contract is just the start – it’s the implementation and understanding of the contract that’s key, and clients are very much at the centre of that process.

You can rely on us for expertise and experience with intellectual property contracts and licences including :-

Website Related Agreements

  • Acceptable use policies – often commonly used to ensure employees are educated as to what is acceptable but may also be important for community type websites or on other ways – should always be carefully considered and thought through. Our solicitors can advise.
  • Domain name contracts – may typically be needed for a sale of a domain name or licensing of a domain name. Our lawyers can also assist if you are selling, buying or leasing a website already associated with a domain or associated business.
  • Hosting contracts – websites are often vital for a business success or failure. There are many different hosting companies and packages available and the services, warranties and guaranteed up-time, server load and other service levels can differ greatly. We advise both hosting companies and businesses on website hosting contracts and disputes which may arise.
  • SEO contracts – experienced legal advice if you outsource part or all of your digital marketing. What service levels. experience, reporting and results are you being offered or will offer of you are an SEO company, consultant or digital marketing business or agency? We advise on getting the right contract.
  • Affiliate contracts – it is common now for online businesses to seek affiliate, commission, representation and promotion via other websites and businesses or individuals with a strong web presence or audience. the terms of affiliate agreements should be clear, including transparency, monitoring, compliance with google and other guidelines. We offer experienced legal advice and drafting.

Software, Content, Photography, Media Related Contracts

  • Distribution Contracts – agreements which can range from physical goods and how to get your product into key markets but may equally apply to IP rights such as television, film or other media distributor contracts.
  • Software Development Contracts – often high value and important where jargon and knowledge can confuse a commissioning business. With these agreements, clarity is essential as to ownership of underlying IP, timescales, delivery, testing, maintenance. Our solicitors are experienced and comfortable working with the technicalities of software related contracts.
  • Collaboration Agreements and Revenue Share Agreements – agreements which may apply in a range of industries and situations, including music, fashion, pharmaceuticals, technology. Clarity is essential as to who will do what and contribute what, structuring any possible joint venture and of course money entitlements. Our lawyers have then vital industry specific expertise to get your contract right and save time, money and stress.
  • Publishing Agreements – you can count on our contract lawyers whether you want to secure the best deal or your rights with traditional book publishing or in any of the digital and  interactive areas such as games or other software, entertainment, music, television or film.
  • Author contracts
  • Copyright Licences – our advice, drafting and negotiating skills are regularly used by clients needing practical lawyers for issues including the length, extent, exclusive or otherwise, payment, measurement, marketing and ancilliary terms and  issues essential for any copyright licensing agreement.
  • Software Licences –  significant and wide ranging experience in drafting, negotiating and advising on all types of intellectual property, IT and software licences. This includes advising where disputes arise.

Commercial Contract Lawyers

  • Shareholder, business partnership, investment or Joint Venture Agreements relating to intellectual property, information technology or e-commerce ventures.
  • Sponsorship contracts
  • Confidentiality agreements
  • Email marketing contracts
  • Web development contracts
  • Assignments of IP rights
  • Copyright related contracts
  • Novation agreements for intellectual property.
  • Merchandising contracts.
  • Image rights agreements.
  • Sale or purchase of a business, including IP rights.
  • Crowdfunding agreements.

Key Clauses in IP Contracts

Important and/or higher value contracts should always be very carefully considered but most contracts do have the commonality of 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 gets visibility about sales and other 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/or restrictions?
  • Duration of the arrangement – will it be for a fixed term, can it be extended and if so on what conditions and can it be ended early?
  • Conditions for continuation of the licence: e.g. sales targets.
  • Early termination reasons, events of breach, liabilities associated rights and costs, mechanisms to resolve any disputes.

Does the licence need to be registered?

Some intellectual property rights, such as patents, trademarks and registered designs may need to be registered at a relevant IPR registry. Failure to do so may mean that the transaction is ineffective as 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, so please do get in touch.

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