Negotiating Independent Contractor Agreements

In some IC relationships, the results may include valuable intellectual property rights. Not surprisingly, each party wants to retain the rights to the benefits. The ICR does this because it created them, and the company does it because it paid for their creation. When companies participate in the creation of such services, they should be sure to include a ownership provision in the agreement. For example, when a company hires a consultant to develop training materials for its specific use, the company can reasonably argue that the services it has paid for are the result of the services it pays for. In this case, the delivery elements are considered “works for rent” and the company will want to retain its assets by including a provision that not only confirms ownership of the delivery elements, but also requires the IC to waive all its rights (including moral rights) on delivery items if a court finds that these benefits are not a “work to rent”. If a company goes further, it can also ask the ICR to disclose and assign patents or other IP addresses that the IC creates while it is hired by the company. On the other hand, if the commitment involves the use of the used rights and/or existing intellectual property consultant`s rights that are included in the services (for example. B a repeat-use training program with different clients by the IC), the IC intends to include a provision confirming its rights to this material. In this case, the company expects a license for the use of this intellectual property to the extent that is included in the delivered articles, as explained in more detail below. If the delivery components are in the possession of a third party and the IC has acquired/leased/granted the right to use them, it is reasonable to expect the IC to license the use of these materials to ensure that the company`s use is protected from infringement claims. Regardless of the elements of the delivery, the IC agreement must include a license for use granted by the IP owner; and the scope of this licence is generally an important bargaining point. While ICR tends to prefer a limited license, the company often seeks an unlimited, fully transferable license to use ip as it sees fit.

In addition, when services are developed specifically for the business, the company is generally expected to own them without restriction. One of the key factors in negotiating this provision is the type of element of achievement itself. If ICR uses the means of delivery in other customer commitments, it is important to preserve its rights by negotiating a limited licence that may include restrictions such as non-portability or limited use in a given geographic area, or by requiring that mandatory royalties be paid by the company as a licensee. Similarly, the agreement on the protection of the rights of the owner, whether it be certain intellectual property rights or items delivered, should include a provision guaranteeing the owner`s right to the confidentiality of the property material.