Intellectual property rights security agreement: contractor

This agreement protects the intellectual property of your business against theft or misuse by a contractor who works for you or with you in any capacity. Your IP could be anything, from customer data to product designs to a manufacturing process.

Suitable for use in: England & Wales and Scotland
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About this document

Use this agreement to help prevent a contractor or his or her staff from stealing your intellectual property. This is not a contract for actual work. Rather it is more in the nature of a high level confidentiality agreement that includes provisions relating to ownership of created work.

Your IP could be of any value and of any sort, from photographs to chemical formulae to software.

You could put this agreement into place at any time. Most likely you will do so when you hire a contractor to work on a particular project, either using it as a stand-alone agreement or incorporating relevant terms into your usual service contracts. However, you could also ask a contractor to sign it after the work has started.

Importantly, this contract does not just cover your contractor, but compels him or her to accept liability for his or her staff – even when they act outside their employment. That way, you are able to sue the contractor for unlawful acts of his employees or sub-contractors.

Furthermore, it is worded so as to include both past and future work.

New IP may be created as the contract runs. This agreement makes sure that it becomes yours – even if an employee of the contractor thinks otherwise.

For double certainty, the ownership question is enforced by a long-stop provision for the forced legal transfer to you of any rights that your contractor could still argue about.

The law relating to ownership of IP in newly created rights varies from country to country, so it is particularly important to use this agreement as part of any arrangement for supply from outside the UK.

Similar agreements

This document template is suitable to use where your counter party is a contractor. For employees use this IP security agreement in its place.

Contents

The subjects covered by the agreement include:

  • Definitions and interpretation
  • Confidentiality - in depth
  • Work made for hire
  • Inventions already made
  • New IP
  • Use of sub contractors
  • Undertaking not to compete unfairly
  • Other matters relating to enforcement and other legal issues

There are over 1,950 words of helpful drafting notes.

Draftsman

This document was written by a solicitor for Net Lawman. It complies with current English law.

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