Contractual and Commercial IP

The agreements that decide who owns intellectual property, who may use it, and on what commercial terms.

Aligned agreement folios with a fountain pen and precision clasp

Legal challenges

Intellectual property is more often lost in a contract than in a court. Ownership of work produced by an employee, a contractor, an agency or a joint venture partner turns on what the agreement says, so a business that has paid for the work can still find it does not hold the rights, or holds them subject to terms it never negotiated.

How we help

We draft, negotiate and review the agreements through which intellectual property is created, owned, transferred and commercialised: employment and contractor terms, development and collaboration agreements, assignments and joint ownership arrangements, licences, distribution, franchise and technology transfer terms, and confidentiality provisions. Where a transfer has to be recorded with the Department of Industry, we handle the recordal.

Ownership of intellectual property created in a working relationship follows the agreement rather than the invoice. An agency that designs a logo, a contractor who writes software, a consultant who develops a formulation, or a joint venture partner who contributes to a product, can each retain rights in what they produced unless the terms say otherwise. The gap tends to surface at the least convenient moment: a funding round, an acquisition, or the day a competitor copies the asset.

We draft, negotiate and review the agreements that settle these questions before they are tested. That covers the ownership layer, employment and contractor terms, development and collaboration agreements, assignments and joint ownership arrangements, and the commercial layer built on top of it, licences, distribution and supply terms, franchise and technology transfer arrangements, co-branding and merchandising, and the confidentiality provisions that protect whatever is not registered. Where a transfer or an approval for use has to be recorded with the Department of Industry, we handle the recordal as part of the same piece of work.

Where a business finds a gap in a position it has already built on, through an audit, a transaction or a dispute, we establish what it actually holds and put the chain of title right, by confirmatory assignment where that is available and by renegotiation where it is not. This work runs closely with our licensing, franchising and trade secret practices, and with corporate and commercial law where the agreement sits inside a wider transaction.