Procurement and intangible property rights
If you are procuring something that contains a creation or innovation, it is important that you agree on intangible property rights.
Think through at an early stage:
- what protection or registrable intangible property rights and assets that will arise in the procured commission
- what needs to use them will exist.
If you do not agree otherwise, the person registering a trademark, design or patent will receive the full and unlimited right. When it comes to creating a work (such as a text or an image), copyright automatically gives the creator all rights. Copyright is a right that does not need to be registered in order for it to apply.
Enter intangible property rights in the contract with the supplier
In the agreement, you write who has the right to use an intangible property right, in full or parts of it.
Although an intangible property right can often be resold in its entirely, it is often sufficient to regulate a certain use of the right.
This is what the agreement with the supplier should contain
In the agreement, it is important to include this:
- which intangible property rights and assets the contractor will contribute with or create
- the intangible property rights and assets that the contractor and the buyer may create jointly
- who will own the rights and assets, will they be transferred in their entirety or in part to the buyer
- how the buyer may use the intangible property rights: time period, geographical scope, any other demarcations
- how subcontractors' rights will be handled
- what applies to a third party that will use intangible assets arising during the commission
- other things that may affect how the buyer may use intangible property rights.
Do you also need a non-disclosure agreement?
Keep in mind that there may be intangible assets that are created in the assignment and that are trade secrets. A separate non-disclosure agreement may then also need to be signed.