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.
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.
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