Whether it be to protect your intellectual property (IP), or transferring its use to a third party, a written IP agreement or contract is the best option to clearly define your business relationship.

IP Australia defines IP as the “property of your mind or proprietary knowledge and is a productive new idea you create”. IP can be protected in a number of ways such as trademarks, patents, registered designs and copyright.

What Is An Intellectual Property (IP) Agreement?

An IP agreement is essentially a contract that sets out the rights and obligations between two parties as to use of IP. Along with this, it will help to protect and recognise the IP owner’s exclusive rights. Common issues that may arise in drafting an agreement revolve around what specific IP is being dealt with, as well as what warranties and indemnities need to be included.

If you are thinking of assigning your IP to another, with LawPath you have access to a customisable and ready to use IP agreement which can be completed in under 5 minutes.

Why Use An IP Agreement?

1. Licensing IP

Licensing IP refers to an arrangement between the IP owner (the licensor) and another party (the licensee). An IP licensing agreement sets out the terms for the licensee to use the form of IP, for example a logo, phrase,

When licensing IP, unlike assigning IP, ownership of the IP is not transferred. Hence, an IP agreement is the best form of protection for an owner. The licensor has an option to grant either an exclusive, sole or non-exclusive licence to the licensee. These can help to restrict how the IP is used, and to really ensure that it is used in a beneficial way.

As this is ultimately a commercial arrangement, a written IP contract that clearly establishes payment details will again help clarify obligations.

2. Assigning IP

Assigning IP works a little differently to licensing IP. The main distinguishing factor is that ownership of the IP, from the assignor, will be transferred to the other party (the assignee).

Again, a well drafted IP assignment agreement is required to ensure that both parties understand their obligations. Since this agreement involves some form of ownership creation, LawPath recommends that you get in touch with an experienced IP attorney to clarify exactly how control over the IP will be exercised under the agreement.

Assigning IP can be commonly found in employment contracts, where typically IP created and developed during the course of employment will effectively be owned by the employer.

3. Avoiding Costly Litigation

In the above scenarios, a well drafted contract really is the key to ensuring that potential disputes do not arise.

Having an agreement documented in writing will make negotiations throughout your business relationship as smooth as possible. For example, a termination clause could benefit both parties and save the hassle of going to court.

Even going through the process of drafting an agreement with an IP attorney can help with safeguarding against the need for litigation. As an assignor or licensor, you should definitely conduct your own due diligence checks before.

4. Warranties and Indemnities

Included as part of your IP agreement should be a confidentiality or non-disclosure provision. Particularly since you may be dealing with sensitive information, a confidentiality clause can prevent others from disclosing your private information without permission.

Conclusion

IP agreements can help you expand your business reach and processes. In order to clarify your rights and ensure that you are protected legally in the best possible way, it is best to have your agreement reviewed by an experienced IP attorney. With LawPath you will have access to a customisable and ready to use IP agreement, which can then be reviewed by one of our experienced IP attorneys.

Looking to create an IP agreement? LawPath has access to highly qualified IP attorneys that can help you draft and finalise one. Contact a LawPath consultant on 1800LAWPATH to learn more about customising legal documents, obtaining a fixed-fee quote from our network of 600+ expert lawyers or any other legal needs.

Carmen Zhu

Carmen is a Paralegal working in our content team which aims to provide free legal guides to facilitate public access to legal resources. With an interest in consumer and professional negligence law, her primary focus is on the importance of expanding legal awareness to business longevity.