It is implied that you get a license to use this intellectual property that they created for you, but the independent contractor ultimately retains ownership of it. Depending on the type of service or scope of the service, it may be an industry standard for some independent contractors to retain the right to use the work they develop. For example, most freelance writers, photographers, and designers create digital portfolios, blog posts, websites, and social media accounts through which they market their services with their work product. This could potentially include your business name, logo, website design, and more. It is a good practice to always set in writing the limits you want to set as a contractor in terms of using the work for which you have hired an independent contractor. While as a business owner, you can`t be alarmed if a freelance designer uses the logo they designed for your business on their own website, you can be significantly upset when a software programmer uses the code they developed for your specific software to develop software for a competitor. In the case of the software programmer, neglecting the meaning of a license or assignment clause can cause irreparable harm to a company. Hiring an independent contractor or freelancer who involves the creation of intellectual property should include a contract written by a lawyer whose practice is focused on intellectual property, copyright and contract law. The contract clearly defines the rights and obligations of each party in relation to the other and in relation to the work to be created. In business, there can be confusion as to who owns an intellectual property (IP) item, and sometimes an entrepreneur may assume that they own the IP rights.
However, considerations such as academic affiliation, employer contracts, and collaborations can make intellectual property more difficult. It is also important for the founders of a start-up to properly allocate intellectual property to the company. Take stock of the intellectual property you are creating and see if you retain the ownership rights. If you have not assigned any rights to your employer, and in particular if they have licensed your property, the end of your employment relationship may change the conditions under which they can use your property. If rights have been assigned, make sure you don`t encroach on their property by using something belonging to your former employer. If you have already engaged the entrepreneur and the contract is silent with regard to the ownership of the intellectual property (and therefore the entrepreneur retains ownership), you must draw up a deed of assignment or other document that establishes the transfer of ownership by law. Finally, in your agreement with the founders, employees and independent consultants, you must indicate the consequences of embezzlement of funds and / or infringement of the intellectual property of your company. This includes obtaining the right to obtain an injunction that prevents them from using or disclosing the Company`s intellectual property without the Company`s permission. If you wish to transfer ownership of this intellectual property from your independent contractor to your business, you must explicitly state this intention in the contract you use to engage the contractor.
The Commercial Designs Act includes a provision that states that if a design has been executed by a creator for someone else in exchange for good and valuable consideration, the person for whom it was executed is the owner of the design. Although few cases of industrial designs have been heard in Canada, receiving a salary or other payment for the creation of a design can be considered a good and valuable consideration. In other cases, there may be provisions on intellectual property in a larger employment contract. As a rule, an entrepreneur retains ownership of the intellectual property rights that arise during the contractual relationship, often even rights in works produced at the request of the employer. There are exceptions, e.B. where an entrepreneur is explicitly engaged to produce a particular work, but in general an entrepreneur will only relinquish ownership of his intellectual property creations if the contract under which he operates obliges him to do so. In the case of patents where there is no express agreement on ownership and litigation arises, a court will consider all the circumstances related to the relationship between an independent contractor and the other party and consider whether it is necessary to suggest that a provision of that relationship was that the other party would own the independent contractor`s invention. The provisions of the Copyright Act that deal with rental work created by independent contractors are more complicated. In addition to ensuring that founders and employees sign agreements that transfer all existing and future intellectual property to your company, as described above, founders and employees should be required to identify any intellectual property they own before starting work. They should also regularly disclose the intellectual property they create for your business, as well as the intellectual property they create outside of their employment.
Unlike employees, intellectual property created by independent consultants is more complex. Independent consultants own the intellectual property of the works they create. This also applies if the work is carried out on your company`s construction site and/or as part of the independent consultant`s mission. As an employee or contractor, you may be wondering if you have a legal interest in what you create at work or if your employer has a legal interest in what you create at home. The answer often depends on the type of intellectual property right created, the type of work you were hired for, and your agreement with your employer. If you (or your employee) wish to grant the employee the intellectual property they develop in the course of their employment, you must indicate this in their employment contract. In the absence of intellectual property agreements, certain standard rules apply. Abstractly, a patented invention is the property of its inventor, an industrial design belongs to its creator and a copyrighted work belongs to its author. In the context of employee or contractual relationships, however, other default rules may change the ground rules. Often, independent contractors request the preservation of certain intellectual property rights before signing an agreement. Sometimes this request is met by our customers. For example, if an independent contractor has developed a method by which he performs the work that he does not want to do the intellectual property of the company after the completion of the order, the independent contractor will require that the finished work be the property of the company, but the method remains the intellectual property of the independent contractor.
This can be considered and the intellectual property that the independent contractor wishes to retain can be mentioned in writing as an addendum to the agreement. It is always best for all parties to have a mutual understanding of who owns what, and the most effective and effective way to achieve this is to record everything in writing. Federal copyright protects a manuscript, software, or other forms of intellectual property by recognizing the property rights of the person responsible for creating it. A person who develops a computer program enjoys copyright protection in a fixed form when it is created. .