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Understanding the Nature of the IP is Key to Drafting IP Transfer and Licensing Agreements

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A thorough understanding of the IP involved in a transaction is an essential first step to drafting an IP transfer or licensing agreement. The nature of the IP will determine the issues that need to be addressed, and will assist in determining the appropriate scope of the licence. It will also determine the structure of payment and/or royalty provisions.

Careful attention should be given to the rights the licensee wishes to obtain, and the rights the licensor wishes to retain when drafting the grant of the license. The business objectives and outcomes of both parties will help to determine the scope of the license. Considerations include the use granted, territory, term, exclusivity, revocability, sublicensing, termination etc. When deciding if the licence is to be exclusive, non-exclusive or sole, particular attention should be given to ensure that the language chosen is consistent with applicable statutory definitions, and that the agreement is enforceable according to the intentions of the parties.

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Take away:

  • Before drafting an IP transfer or licensing agreement, the drafter should have a thorough understanding of the nature of the types of IP to be covered by the agreement.

 

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This article is provided for informational purposes only and does not create a lawyer-client relationship with the reader. It is not legal advice and should not be regarded as such. Any reliance on the information is solely at the reader’s own risk. Clausehound.com is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents to make businesses more productive. Clausehound offers a $10 per month DIY Legal Library which hosts tens of thousands of legal clauses, contracts, articles, lawyer commentaries and instructional videos. Find Clausehound.com where you see this logo.

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Rights Grabbing Agreements Transfer Copyright to Subject of Photo

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Photographers normally own the copyright to their photos, unless they are hired to take the photo, in which case, unless the agreement specifies otherwise, the person who hired them owns the copyright. Some artists, including Taylor Swift, have required photographers to sign “rights grabbing agreements” where after the photographer is paid by whichever magazine or website secured a press pass, the ownership in the photos passes to Swift.

Businesses may wish to consider similar types of agreements for photographers who attend corporate (eg. promotional) events. This will permit the business to use the photographs for advertising, and other business purposes without violating the photographer’s copyright in the photos.

Read the article here.

Take away:

  • Businesses who host promotional events may benefit from requiring photographers to sign ‘rights grabbing agreements’, thus acquiring copyright in photographs taken by photographers they have not hired.

 

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This article is provided for informational purposes only and does not create a lawyer-client relationship with the reader. It is not legal advice and should not be regarded as such. Any reliance on the information is solely at the reader’s own risk. Clausehound.com is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents to make businesses more productive. Clausehound offers a $10 per month DIY Legal Library which hosts tens of thousands of legal clauses, contracts, articles, lawyer commentaries and instructional videos. Find Clausehound.com where you see this logo.

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JV Parties Must Develop Comprehensive Background IP Protection Strategy

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Joint ventures (JV) have lower capital costs than 100% acquisitions, which makes them increasingly popular during times of economic uncertainty. JV partners however, are likely to be actual or potential competitors. This has important implications for how one shares IP with a JV partner, and for what happens to jointly developed IP when the JV folds. Who will own background IP on termination of the JV? Will a partner or 3rd party will have continuing access to the IP post termination?

Before committing to the JV, both parties must undertake proper IP due diligence. Parties will need to examine validity, enforceability, ownership, scope and protection of IP. They will also need to examine the legal regime of the countries where the JV will operate: What are the laws? Are they enforced? How is IP protected in practise? The laws of country where JV may be operating may also restrict how the JV and ownership issues can be structured.

The article also recommends that different IP strategies be considered, including the “black box” strategy and the “killer apps” strategy.

IP leakage must be minimized, and trade secret and confidentiality best practices must be adopted. This may include joint training on confidentiality so that neither party can claim that they did not know what the rules are.

Read the article here.

Take away:

  • Robust IP Agreements must be in place before parties proceed with a joint venture.

 

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This article is provided for informational purposes only and does not create a lawyer-client relationship with the reader. It is not legal advice and should not be regarded as such. Any reliance on the information is solely at the reader’s own risk. Clausehound.com is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents to make businesses more productive. Clausehound offers a $10 per month DIY Legal Library which hosts tens of thousands of legal clauses, contracts, articles, lawyer commentaries and instructional videos. Find Clausehound.com where you see this logo.

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