IP Clause

[ContractorService]

I have a clause in a new contract for consultancy that states:

"The Supplier hereby irrevocably, unconditionally and absolutely assigns to the Customer, with full title guarantee, and without restriction, all right, title and interest in and to all existing and future Intellectual Property Rights (including future copyright) subsisting in or relating to all Deliverables, whether created, developed or produced before, on or after the date of this Contract."


I was wondering if this could be interpreted to mean all IP held by company and not just for the work contained in the contract? If it was all IP could this statement fall under unconscionability and be ignored?

Regards,

[eek]

Yep they want the Ip on the items you used previously to perform the job they want.

And I doubt it could be ignored so get it rewritten or continue looking.

[Lance]

I have a clause in a new contract for consultancy that states:

"The Supplier hereby irrevocably, unconditionally and absolutely assigns to the Customer, with full title guarantee, and without restriction, all right, title and interest in and to all existing and future Intellectual Property Rights (including future copyright) subsisting in or relating to all Deliverables, whether created, developed or produced before, on or after the date of this Contract."


I was wondering if this could be interpreted to mean all IP held by company and not just for the work contained in the contract? If it was all IP could this statement fall under unconscionability and be ignored?

Regards,

It is limited to what you are delivering.
It means they want the IP of anything you provide to them in the contract. Which seems fair to me.
If you use code you've developed for another client with this client, then this client want the IP. They don't care where you got the code, but they want to own it.

I don't see a problem with this. Unless you plan on using someone else's IP for this new client.

[eek]

It is limited to what you are delivering.
It means they want the IP of anything you provide to them in the contract. Which seems fair to me.
If you use code you've developed for another client with this client, then this client want the IP. They don't care where you got the code, but they want to own it.

I don't see a problem with this. Unless you plan on using someone else's IP for this new client.

They are however a consultancy which means they can take your work, remove you from the equation and then sell it as their own to other clients they get.

basically you are setting someone up to be in competition to yourself and that is a stupid thing to do…

[SueEllen]

It is limited to what you are delivering.
It means they want the IP of anything you provide to them in the contract. Which seems fair to me.
If you use code you've developed for another client with this client, then this client want the IP. They don't care where you got the code, but they want to own it.

I don't see a problem with this. Unless you plan on using someone else's IP for this new client.

+1

ContractorService you need to get a solicitor representing you to explain it to you and check the wording as it is normal to assign the IP of your deliverables to the client. However some IP can't be assigned to the client e.g. open source stuff. Also in cases like this you don't use/do anything for the client that is new/unique and don't use your own templates/work that you have used for other clients that is unique.

[ContractorService]

Thanks for the reply's, much welcomed.

[ladymuck]

I remember a client once telling me that they owned the IP for the code I put into an Excel macro - to import, clean and transform data. I said that wasn't really feasible as it was repurposed snippets found off the internet. Additionally they should consider that very little code is brand new because so many people want to do exactly the same processing, it's just with different data.

I save all my doings for reuse elsewhere. I see it as part of my toolkit that helps me deliver quicker because I have scripts which I know work.

[ladymuck]

Oh and laughably, a consultancy I worked via tried to claim the IP for work I did for the end client. I said that was impossible as I wasn't creating something which the consultancy was selling to the client, I was working on the client's own in-house built system. That clause was swiftly removed or amended, can't remember which.