Selecting Business Names and Intellectual Property Law
Posted by admin in Business Law, Property Law on October 1, 2011
Whether a software license agreement is properly constructed for a transaction depends on a range of factors. Of course, management of intellectual property rights for the copyright owner is a key area for close consideration. This entails defining the territory – usually countries – for the use of the software.
Software Development Contracts
A key indicator for complexity is whether the software licence is or will be part of a larger agreement to develop software from scratch – that old-fashioned word bespoke may ring a few bells. When computer software is developed under a contract, the proper advice is that a document specifying what the software will do at the end of the day should be incorporated into the agreement. Whether it is referred to as the functional specification, functional requirements or the requirements document is immaterial. What is important is that it defines with reasonable clarity what the software will do; and of course on a functional level.
Packaged Software Contracts
On the other end of the spectrum is a software licence for packaged software. In this case, the software is not to be built to any person’s particular specification, but rather the software supplier has gone to trouble of identifying a need in a market and constructed the software to fill the gap in the market. Sometimes – and more frequently – niche software is built with configuration options to deal with a broad array of configurations to suit different flavours of businesses. So, an accountancy package may be tailored to businesses from 10 people to 1,000 people. The point is this: software of this nature is fundamentally packaged and is sold as it is. There may be a requirement for extended configuration to suit the particular client’s needs, but in the end it is packaged and not software built to anyone’s particular specification, as is the case with software development contracts.
The difference may be obvious in this regard, but time and time again the wrong contract is used due to misconception as to the fundamental nature of what is being delivered. Read the rest of this entry »
Managing Intellectual Property Rights and Contract Law
Posted by admin in Property Law on October 1, 2011
Intellectual property rights are by their nature restrictive rights. Rights owners are granted the power to prevent third parties using their intellectual property without their consent. When it comes time for materials in which IP rights subsist to be exploited, it is the law of contract that is called upon to do permit to use the materials, subject to the conditions of contract.
Contract Law
A contract is simply a legally binding agreement. Parties to contract are at liberty to agree to what may take their fancy and the terms that may please them. The law imposes limitations on what may be contracted for when the courts find that an agreement is contrary to public policy or otherwise restricted by statute. With this background, owners of intellectual property are free to agree to deal with intellectual property in any way that they see fit.
Contractual Dealings with Intellectual Property
Dealings with intellectual property take two basic forms. Firstly, intellectual property rights are personal property, which means that they may be assigned to another person, subject to very limited exceptions. An assignment of intellectual this property rights conveys the title to the rights to another person. Far more frequently however these personal rights are licensed to other businesses for a limited purpose or a limited period, in accordance with the particular terms of contract. Amongst many others, movies, music, software, architectural plans, trade marks, designs, patents may be licensed to businesses or the public at large to use them subject to specified conditions and limitations. These licenses, which are in essence permissions, allow the licensee to perform some act in respect to the intellectual property that would otherwise amount to in infringement of the owner’s intellectual property rights.
In the commercial environment contracts allow such dealings to happen. Read the rest of this entry »