Can anyone recommend a more 'balanced' Intellectual Property Clause

[Standswell]

Can anyone point me to a more 'balanced' Intellectual Property clause than the one below, to be included in a software development contract. We would like to clearly distinguish between work that the client specifies on the backlog, and other ideas/work that we contribute during other conversations or indeed in our own time. The current proposed clause seems very one-sided and insufficiently clear about 'in the course of the services':

Intellectual Property

The Client retains all Intellectual Property Rights of whatever nature and, if registerable, where registered or not, in the document or other material and data and other information provided to the Consultant in the context of this Agreement.

The Consultant hereby assigns and shall procure the assignment by any Consultant Representative to the Client all existing and future Intellectual Property Rights in the Works and Inventions and all materials embodying these rights to the fullest extent permitted by law. Insofar as they do not vest automatically by operation of law or under this Agreement, the Consultant holds the legal title in these rights and inventions on trust for the Client.

The Consultant will promptly disclose to the Client any Intellectual Property Rights created by the Consultant or the Consultant Representative in the course of the Services.

The Consultant hereby unconditionally, irrevocably and in perpetuity waives and shall ensure that the Contract or Representative waives all moral rights (as defined in sections 77-85 of the Copyright, Designs and Patents Act 1988) and all rights of a similar nature under the laws of any jurisdiction in respect of the Project Materials.

The provisions of this paragraph 5 shall survive the expiry or termination of this Agreement, howsoever arising.

[eek]

What does this client do?

as the answer is going to be very different if it’s a software development house that sells software to people to an end user who just wants a system they can use

[ladymuck]

'in the course of the services' essentially means during the period yourCo is providing services to clientCo

[eek]

'in the course of the services' essentially means during the period yourCo is providing services to clientCo

The issue is - this is a clause I would expect to see in a contract of employment rather than a contract.

so the question is really one of why is this clause important - as the only reason I can see it being an issue is if you Were using you own tools that you had created in the past

[ladymuck]

I've gone through my last three contracts and there was no specific IPR clause of this nature. All reference IPR but not to this level. I think eek has it right that this has come from an employment contract, not a B2B contract.

[BlueSharp]

It depends on the nature of the client business. I had one much more restrictive than this and it had to be signed as a deed not a contract. But then the client's investors was pumping £100 million+ in next gen medical equipment so seemed fair to me. This had to be signed in a capacity as a Director of a 3rd party supplier and each consultant (just me in MyCo) working on the project had to agree to it and sign a NDA about the tech.

[courtg9000]

Seriously.
Write down what you want the clause to actually say.
Pop that here as well as your OP
Let us see what we can do.

[jayn200]

What are you doing? If you're just doing a data migration or something I wouldn't even worry about it.

If you are developing something that you may reuse for another client or want to use part of it in something you sell further down the line then of course you should get it changed.

I don't remember signing anything like this in one of my contracts yet. I have actually reused pieces of work I've done prior and just repurposed them so would probably have technically ran afoul of something like this.

It's quite common for software products to have began their life as work commissioned by a client to their specifications. You don't want the client to own that IP if you can help it.

But again if you're doing a data migration or something like that I wouldn't worry about it and I'd just sign it.

[AnthonyQuinn]

if they are paying for your time, any IP created in the process is theirs.

[BlasterBates]

Basically the contract is making explicit that they own all property rights of anything you develop for them. This is fair enough. You can't reuse what you develop for other clients and you would be ill advised to integrate your own code previously developed into your deliverables. It's only when you are developing a product which you licence that you keep the property rights.