Insider IR35 and intellectual property?

[sidestepping]

I'm a programmer in between contracts. I have only ever worked inside IR35 contracts, and in the future, I want to focus a lot more on my brand. Specifically, I want to start producing my own products and monetising them. Happy to do this through a LTD company, and that would be my preferred approach for insurances etc.

I'm not opposed to taking on another inside IR35 contract, and in my experience, they are easier to obtain because clients err on the side of caution. However, my main concern is protecting development work and intellectual property. Ideally, I would be free to work on my brand at my leisure.

My understanding is that while you can work through an LTD, most inside contracts will insist on using an umbrella. And those umbrellas will have boilerplate agreements, especially regarding IP. I hit a brick wall when I bring up IP with umbrellas, which I find really odd, considering we are contractors. Furthermore, it's unclear what IP contracts I would need in place. Is it between me and the umbrella, me and the agency, or me and the end client? For the record, I have spoken to a couple of IP lawyers and even paid to have contracts reviewed, but I've yet to find an IP lawyer that deals with, let alone understands, IR35 or can advise.

Am I beating my head against a brick wall here? Am I better off just focusing purely on outside contracts?

[WTFH]

I'm a programmer in between contracts. I have only ever worked inside IR35 contracts, and in the future, I want to focus a lot more on my brand. Specifically, I want to start producing my own products and monetising them. Happy to do this through a LTD company, and that would be my preferred approach for insurances etc.

I'm not opposed to taking on another inside IR35 contract, and in my experience, they are easier to obtain because clients err on the side of caution. However, my main concern is protecting development work and intellectual property. Ideally, I would be free to work on my brand at my leisure.

My understanding is that while you can work through an LTD, most inside contracts will insist on using an umbrella. And those umbrellas will have boilerplate agreements, especially regarding IP. I hit a brick wall when I bring up IP with umbrellas, which I find really odd, considering we are contractors. Furthermore, it's unclear what IP contracts I would need in place. Is it between me and the umbrella, me and the agency, or me and the end client? For the record, I have spoken to a couple of IP lawyers and even paid to have contracts reviewed, but I've yet to find an IP lawyer that deals with, let alone understands, IR35 or can advise.

Am I beating my head against a brick wall here? Am I better off just focusing purely on outside contracts?

It doesn't matter whether it's inside or outside or you're a permanent employee of a company, it's about what you are trying to claim IP on.

Let's drop the IR35 part of your question, what are you hoping to claim IP on? Is it code you have written specifically for one company, or is it code that you have already written that you are selling to each company you go to, or something else?

[northernladuk]

You hit a brick wall with Umbrellas because they don't have a clue. They are your employer nothing more. You have a contract of employment with them. The IP of a client is handled in the contract between the Umbrella and the client for the short term engagement. They just sign it and get on with it, they don't really care what is in it. You need to peruse the contract and then confirm it's ok with the brolly who sign. The IP clauses will be in that contract. They will state anything created while working for the client belongs to the client. It would be very unusual if they've left it out but you can see why they will argue that is true. It's common sense really. You are paid to work for the client to deliver code which they own.

As WTFH says you need to separate IR35 and client agreements. IR35 is tax legislation and then there is always a contract from the client. Where and who signs it gets muddled by IR35 but at the end of the day there will be a client, a contract and a worker. What's in that contract isn't anything to do with IR35. You need to ask the umbrella for a copy of the contract that has been signed between client and umbrella.

WTFH also asks the right question. What is the IP you are after? Code you wrote for the client as per their request while you are working for them or are you delivering your code you wrote in your own time to them as a suppler? If you are talking the former, new code written by you as part of your work then there is next to zero chance you own the IP.

[hobnob]

My understanding is that while you can work through an LTD, most inside contracts will insist on using an umbrella.

Basically, yes. In theory you could do deemed payments but in practice it's not worth the hassle. You can assume that any inside contract will go through an umbrella.

As to your wider question, it depends whether you're developing this software as part of the contract or whether it's completely separate (aka a "side hustle"). For instance, if you're writing Excel macros for your client and now you want to claim ownership, that won't happen. On the other hand, if you're creating a game for mobile phones in the evenings/weekends, the employer (umbrella) shouldn't have any claim on that.

[courtg9000]

From the sounds of it 2 separate enterprises.
The stuff you do inside for x number of contracted hours as a posterior on a chair.
The stuff you do outside work.
2 separate things.
You should really keep them totally separate.
Unless you are trying to bring IP in, which in my own view you should not - easy to get burnt on this - then you seem to be confusing two completely different things.
Comparison: its a bad and very expensive thing for a man to get confused between his wife and his mistress!
Check your employment contract for your inside gig to ensure it has no clauses against "additional employment".
On a separate note I have in a past life and enterprise known permie staff absolutely not wanting their employers to find out about their side hustles. You might want to bear this in mind too.
To be honest I think you want to hope that any brolly has forgotten about these conversations too.
IR35 not an issue really here. (yet).