License rights to use IP using these documents
These agreements allow you to grant use of your intellectual property to someone else whilst retaining ownership in the long term.
Intellectual property encompasses many types of created work, from images and designs to processes and systems. IP can even be a combination of other works.
However, the majority of deals in IP require similar provisions. So a licence of rights in a set of magazine articles is not dissimilar from a licence of design rights for manufacture. For that reason, our documents can be used for a very wide range of alternative deals and arrangements.
It follows that when you look for a document, look for a description that is similar to, or matches your deal, not just a title that references the same type of IP that you wish to license.
Who should use these documents?
These documents can be used by either the owner of the IP (most likely the creator) or the licensee.
Most contracts are written to favour the interests of one party over the other. However, most of these documents are written so as to be fair to both sides (even if one side is favoured). The reason is that any arrangement that is intended to be continuous for any period of time requires mutual co-operation.
Our guidance notes explain each paragraph so that you don’t need prior experience of licensing intellectual property to edit one of our documents.
Strong legal documents
We describe some of our documents as simple. That does not mean that the legal effect of the document is not strong, but rather that the document is uncluttered by supplementary provisions like options for support, sub licences, licence back, and so on.
Similarly, a “heavyweight” document contains many options. You are unlikely to use all of them, but they will bring to your attention ideas that you may not previously have considered. Of course, you can easily edit out those that you decide not to use.
Limiting the use of the licence you grant
All our documents allow you flexibility to grant a licence to use the IP subject to conditions that you decide.
For example, you could limit use in certain countries or for certain purposes.
Limiting the circumstances in which the IP can be used lets you license the same IP multiple times to different people or businesses in order to maximise the return on your work.
It also might the case that your work has a component that is the intellectual property of someone else, and that you don’t have a permit to sublicense it in certain circumstances.
What you will find in your document
So far as applicable, our documents cover:
Named people and products
In many documents we have given a fictitious name to a party or product. We do this to make it easier for you to follow what the document is about. Of course, you will need to edit the document to use your own comparable names or generic ones.
Complete legal framework and commercial structure
Every agreement provides a complete structure for a deal. We cannot mention every smallest point, but you can reckon that if you need it, we have thought of it. If you have special requirements we can always help further with our review service.
Our use of plain English and statement that English law applies will help you to create a document that holds water in any jurisdiction.
However, every country has its own laws, so we cannot guarantee what a judge in Panama or Portugal might say. However, you will always be able to terminate a Net Lawman agreement for breach of a term.
Support by the owner or creator to the licensee
Many arrangements to exploit intellectual property involve a prime deal concerning specific IP and also a secondary deal for ongoing support. Where this support may include a second licence for additional IP, we provide for it.
There are two reasons why you might wish to protect this additional support material more strongly:
First, the supporting material may have far wider application. You might want to use it in the same market for other applications, or in other products and other markets.
The second reason is that you may not own all the supporting material. You may yourself use in the material some IP that has been licensed to you from others. So all you can do is to sublicense under whatever conditions you can do so.
These terms can easily be edited to suit your deal, or be deleted if you do not require them.
Preserving moral rights
The right of a creator of a work to be recognised is enshrined in law. Nonetheless, we do mention it in many agreements.
Protecting your rights
Who must sign?
Unlike a manufacturer of physical products, a licensor of IP rights can be up against theft on a large scale. It is very easy for a single individual to steal your rights or disclose your secrets. When your deal is with a company, only that company is bound. If one of its employees steals your secrets, all you can do is rely on your copyright.
Copyright needs no registration. In law, you can simply prove that you are the originator and you have not given permission and you are home and dry in a court claim. But that leaves two problems:
you do not want to have to go to court
when someone beaches your copyright, your “work” is immediately spread around, making it far harder to control and to catch further thieves.
While no legal document can guarantee to prevent theft, there are three small points that will help you (all of which we include in our documents as appropriate):
word the signature point so that the person signing also takes personal responsibility
insist on a personal guarantee
have the document signed by every member of the team who will be dealing with the work
What you can do in practice of course depends on what your IP is, how easily it is stolen and whether your counter-party will agree.
Who owns copyright?
You need to be aware that the law differs in the USA from the UK and most other Western countries.
As far as we are aware, in most countries, intellectual property created by an employee is owned by the employer.
However, ownership of IP created under a contract is far less clear. In the USA, they use a term “work made for hire” to describe work done by a person who is not an employee. All such work belongs to the creator. So if you contract with a US designer for artwork for your website, that work remains his and not yours. What you get is a permit to use it for ever, on your site.
In the UK, the position is unclear. It is therefore best, when you commission work from an originator, always to include the point that “the resulting work shall be the property of” you.