This spring, I’ve been working with a few different companies who are getting ready to bring some exciting new software to market. Some of them are working on apps for phones and tablets, others are focused on more traditional software for computers or the internet. In each case, one of the most important parts of the legal work we are doing is protecting their intellectual property and rights to what they are designing.
To help frame this discussion, the World Intellectual Property Organization defines intellectual property as “creations of the mind, such as inventions; literary and artistic works; designs; and symbols, names and images used in commerce.”
When we think of intellectual property, the most common types of legal protections are patents, copyright and trademarks. Especially when dealing with technology, these concepts need to be in the forefront of your discussions with your lawyer.
What Kind of Provisions Should I Look For?
One of the first questions from my clients is normally what kind of provisions should they pay attention to in their agreements? My answer, as a lawyer, is to pay attention to all of them. But since many of these agreements can span more than 100 pages, I also recommend they focus on things like:
- Services (What Services Are Being Performed?)
- Changes (What Happens if Additional Services Are Needed?)
- Obligations (What Are the Obligations of Both Parties?)
- Payments (What Are the Payment Terms?)
- Termination (How Can You Get Out of the Agreement?)
- Confidentiality (What Is Staying Confidential?)
- Jurisdiction (What Laws Govern the Agreement?)
Intellectual Property Rights
In addition to the above list, one of the first provisions I look for in these agreements is the section on intellectual property rights. This is especially important in agreements relating to software and technology. You need to know who is going to own the rights to the product. Is there going to be a license granted to either party to use it going forward? Who owns the rights if payment is not made?
Especially in the tech area, it’s important to fully understand the intellectual property provisions of an agreement. While you and the other party may have been working together in good faith for the months leading up to the launch of your app or program, when it’s time to sign the agreement, pay attention to all of the provisions.