Who's IP is it Anyway?

           Protecting Your Hard-Fought Intellectual Property

I was talking about services contracts a few weeks back with some colleagues and was surprised at how many of us were encountering contractual language from clients that was especially grabby when it came to our (not their) intellectual property.

I have developed some exceptional IT marketing databases over the last few years. Ditto for some interesting application software architectures and other products. I don't mind sharing these with paying clients and my fees reflect the cost of this. However, once I depart, those assets remain my property and no one else's.

Bob Lewis of Infoworld recently posted in his blog (http://weblog.infoworld.com/lewis/archives/2006/12/advice_for_a_ne.html ):

Of all the advice I could give, one issue stand out. The first is that you'll be bringing your intellectual property (IP) into each engagement. You'll refine it while on the clock, and you'll develop new intellectual property as well. Which brings up the question of who owns it when you're done.

Most large companies these days have onerous IP clauses in their contracts. I've personally run across quite a few companies that try to reassign ownership of my IP, so that once I include it in a work product I no longer have the right to use it anymore. I've run across it enough to be pretty sure it's a trend.

Some companies may argue that they are entitled to the IP you create while working for them. I can certainly appreciate their position if the product was not an extension of another product you brought with you on the job. In a spirited conversation I had with one firm's attorney, I reminded him that I was not a contract programmer who was developing an application. I was a marketing research and IT research firm employee who was bringing my company's IP to bear for them. My company was not tendering or surrendering its rights to any of its IP for them.

As with any business contract, if you're not sure what it says or what you're giving up, get a lawyer. The best money you can spend is the money that keeps you out of court and keeps you from getting into a nasty dispute with a soon-to-be ex-client.  It's always easier to fix a proposed contract before a deal is inked than to live with the after-effects later. With IP and contracts today, let the consultant beware.