I and another are currently looking into forming a company that amongst other things will provide support and development services to the company that he is currently employed with.
The contract negotiations are ongoing and we would like an opinion on whether some of the clauses relating to IPR and ownership of work will restrict our activities/developments with any future clients.
The future aim of the company we are forming is to provide consultancy services in terms of support and development but also to look into developing products for a specific market.
Our concern with the current contract negotiation is that some of the clauses may restrict our company in what we can provide to other clients in the future or pose problems relating to product development.
Does anyone have an opinion on this. The clauses most relevant to this are included below:
Patents and Intellectual Property Rights
x.1 Right to the Services, Documents and Software
The Purchaser has title to, and all other intellectual property rights to all material and results of the Contract, including the right to change, develop and transfer the rights to a third party.
The above does not apply to material that the Supplier can document that already had been developed by the Supplier or a third party irrespective of this Contract. The Supplier however grants the Purchaser a perpetual, free of charge, non-exclusive right to: copy, develop, change and publish such material and results to the extent necessary for the Purchaser to be able to benefit from the Services. The Purchaser shall also be entitled to transfer these rights to a third party.
x.2 Existing Patent and Intellectual Property Rights
All inventions, discoveries or other intellectual property rights, design, drawings, specifications, parts-lists and other documentation and information disclosed orally, visually, electronically or likewise, as well as patented rights or rights for which patent has been applied, trade secrets, proprietary information and any other similar rights are and remain under all circumstances the property (all copyrights as well as other IPR) of the Purchaser. This applies whether it existed prior to, was developed during or in connection with delivery of Services (and whether made by one of the Parties individually or jointly).
Documents and computer programs that Purchaser has made available to the Supplier, or that have been developed on the basis of such documents and computer programs shall be the property of Purchaser. The Supplier undertakes to immediately return such documents and computer programs to Purchaser on his own initiative upon the completion of the Assignment.
The Supplier shall not use such documents and computer programs for purposes other than executing the Services. The Supplier has a duty to ensure that this requirement is met in his own organisation.
x.3 Infringments of Patent and Intellectually Property Rights
The Supplier is responsible for ensuring that no part of the Services or the use of any part of the Services conflict with any patent rights or other intellectual property rights belonging to third parties. The Supplier shall indemnify the Purchaser from any claim by third parties regarding breach of the said rights.
Any help appreciated.
The contract negotiations are ongoing and we would like an opinion on whether some of the clauses relating to IPR and ownership of work will restrict our activities/developments with any future clients.
The future aim of the company we are forming is to provide consultancy services in terms of support and development but also to look into developing products for a specific market.
Our concern with the current contract negotiation is that some of the clauses may restrict our company in what we can provide to other clients in the future or pose problems relating to product development.
Does anyone have an opinion on this. The clauses most relevant to this are included below:
Patents and Intellectual Property Rights
x.1 Right to the Services, Documents and Software
The Purchaser has title to, and all other intellectual property rights to all material and results of the Contract, including the right to change, develop and transfer the rights to a third party.
The above does not apply to material that the Supplier can document that already had been developed by the Supplier or a third party irrespective of this Contract. The Supplier however grants the Purchaser a perpetual, free of charge, non-exclusive right to: copy, develop, change and publish such material and results to the extent necessary for the Purchaser to be able to benefit from the Services. The Purchaser shall also be entitled to transfer these rights to a third party.
x.2 Existing Patent and Intellectual Property Rights
All inventions, discoveries or other intellectual property rights, design, drawings, specifications, parts-lists and other documentation and information disclosed orally, visually, electronically or likewise, as well as patented rights or rights for which patent has been applied, trade secrets, proprietary information and any other similar rights are and remain under all circumstances the property (all copyrights as well as other IPR) of the Purchaser. This applies whether it existed prior to, was developed during or in connection with delivery of Services (and whether made by one of the Parties individually or jointly).
Documents and computer programs that Purchaser has made available to the Supplier, or that have been developed on the basis of such documents and computer programs shall be the property of Purchaser. The Supplier undertakes to immediately return such documents and computer programs to Purchaser on his own initiative upon the completion of the Assignment.
The Supplier shall not use such documents and computer programs for purposes other than executing the Services. The Supplier has a duty to ensure that this requirement is met in his own organisation.
x.3 Infringments of Patent and Intellectually Property Rights
The Supplier is responsible for ensuring that no part of the Services or the use of any part of the Services conflict with any patent rights or other intellectual property rights belonging to third parties. The Supplier shall indemnify the Purchaser from any claim by third parties regarding breach of the said rights.
Any help appreciated.
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