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Acquisition of Intellectual Property

Acquiring Intellectual Property

In the development of your business, you need to ensure that your intellectual property rights (IPRs) can be commercialised free from conflicting claims from employees, those commissioned by you to do research and development, artwork, etc., and others. In addition, you may need to consider taking a licences or assignments of IPRs developed by other businesses.

Employees: You will automatically own employee inventions where made in the course of normal or specifically assigned duties or where the employee has a special obligation to further your business's interests (e.g. senior employees). All other employee inventions belong to the employee. Any attempt to get an employee to sign away his rights to future inventions is unenforceable, but he can transfer such an invention to you after it has been made. Where an invention made by an employee is eventually patented by you and is of outstanding benefit to you, the employee may well be entitled to compensation. Other IPRs created in the course of employment (e.g. copyrights and designs) will belong to you, as the employer, subject to specific agreement to the contrary.

Contractors/Commissions: With IPRs created by a consultant or under a commission, the creator will generally be considered to be the owner in law unless there is written agreement to the contrary signed by the assignor. This assignment is commonly agreed in return for you making the necessary payment for the services out of which the IPRs arise.

Moral Rights: With copyright materials, authors generally have certain moral rights which entitle them to object to certain uses of the work and to inappropriate attribution. Moral rights must be taken into account when dealing in copyright works.

IPR Licences and Assignments for Trading Partners: Whenever you acquire IPRs, it will be necessary as the acquiring party to carry out due diligence to confirm the validity and usability of the IPRs, and to seek contractual warranties and indemnities from the other party as to the enforceability of those IPRs and their freedom from conflicting or undisclosed third party rights.

Photocopying, the Playing of Music and Copyright: On a routine basis, you may well be involved in photocopying copyright works (i.e. most books, magazines etc.) or playing sound recordings in public. Doing so without the permission of the copyright owner can be copyright infringement.

Fortunately, however, collective licensing schemes exist which enable licences to be obtained with little difficulty and at reasonable cost. It should be noted that collective licensing organisations have become increasingly willing and able to take legal action against those who infringe their members' copyrights.

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