[Legal] Intellectual property agreement
Hello,
As the CEO of a startup company, I will hire a new employee/cofounder for my software startup. I'd want to get into an intellectual property arrangement. I don't need a patent since I'm using pre-existing technology. I'm from Canada, while the other employee is from the US
I need some guidance on the sort of IP to use, and if you have a good IP template, that would be fantastic.
Thanks for your help.
Hi Daniel,
What kind of arrangement are you looking for?
One where your IP would be protected from your employee/cofounder? Or one where the employee/cofounder would accept to that any IP created in the course of his/her work belongs to the company?
If you are a software company, the main point of focus is copyright as your code may be copyrighted (depending on whether it was used from free-commons sources or not). Your documentation or interface design may be protected as well.
There are several strategical options depending on your contemplated activity.
Let me know what you are looking for exactly.
I want an IP arrangement that protected both party and also an arrangement that tells to the person his work is own by the company and not my him.
Usually, though I am not a specialist of Canadian law, you can add a provision in the employment contract which state that any IP developed in the course of the employment contract and made with respect to instructions and/or missions received during the course of employment will belong to the company unless otherwise stipulated between the parties on a case by case basis.
In this case, the employment contract could also state that the employee will refrain from using any such IP for his or her own benefit.
The alternative (in case your joined by a partner and not an employee) is to sign an agreement, which stipulates that any IP developed prior to the inception of the company belongs to each party, then precisely identify and list all information, code, articles, inventions, etc.. (i.e., all such IP) developed prior to the inception and assigned by each party to the company . Finally, you need to include that any IP developed jointly for the activity of the company will strictly belong the company and that each party (i.e., yourself included) will refrain from exploiting it for your own benefit.
In this case, I don't have a template to share with you because I don't think you need an "IP" as you state. I understand that you don't intend to file or register anything. You just need to make sure that your employee/cofounder accepts in writing that any work he or she creates whether protectable or not will solely belong to the company.
Alternatively, I would suggest registering your pre-existing software (if it already works) - see: https://fairuse.stanford.edu/overview/faqs/software/) or at least anteriorize your code as such "with a dated copy" to show i(in case of litigation) which part you made so that your future employee can't claim paternity over old sections of code.