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Intellectual Property (IP) Agreement

Experienced Corporate and Transactional IP Lawyers

We prepare, negotiate and advise on all types of intellectual property agreements, including assignments, licences (including trademark, copyright, industrial design, patent and software licences), joint ownership agreements, non-disclosure agreements, confidentiality agreements, website terms of use, privacy polices for use on your website, terms and conditions for mobile applications, advertising and marketing agreements, and agreements for authors and creators.

Our team has significant experience with corporate and transactional IP, including experience acting as IP counsel for businesses on a number of sizeable commercial transactions as well as working for businesses in employment or independent contractor relationships and working with professional authors, musicians and artists in the negotiation of royalties and sale of works in employment or independent contractor relationships.

IP Assignments and Licences

We draft suitable assignments of intellectual property rights and waivers of moral rights for businesses to use with their employees or contractors. Where intellectual property has already been created by employees, contractors, or in other circumstances, without any agreement, we can determine who owns the IP and, if needed, draft suitable documentation for transferring the intellectual property rights to the company.

If there is an existing written or oral agreement in place, we can advise on the adequacy of protection provided by such agreement and, if appropriate, recommend supplementary documentation or remedial action to address any defects.

We also draft assignments and licences for all types of intellectual property rights as part of commercial transactions such as purchases or sales whether between independent parties or related companies.

In each of the above instances, where required or advisable, we can record executed copies of the assignments or licences with the applicable intellectual property offices.

Joint Ownership Agreements

Where intellectual property is created jointly, we can prepare joint ownership agreements to set out the respective rights and obligations of the parties.

Non-Disclosure Agreements

We can provide confidentiality and non-disclosure agreements for all types of circumstances, including disclosing confidential technical information such as an unpublished patent application in preliminary discussions as to whether to enter into a business arrangement with another party such as a service provider or investor.

IP/IT Agreements

Companies and individuals operating their business online should take steps to minimize legal exposure. Whether providing e-commerce services, preparing to launch a website, developing an mobile app or offering online advertising services we can draft agreements to help protect you and ensure that your business is compliant with Canadian law.

Every Internet-based business model is unique. We draft tailored terms and conditions which take into account the particular risks faced by your business, reflect your business’s goals and cater to your desired user experience. Where collecting personal identifiable information is a part of your business model, we prepare privacy policies compliant with Canadian privacy law.

Advertising and marketing practices are increasingly moving online, and the industry has shifted to offer merchants increasingly complex marketing opportunities. We work with our clients to define these relationships in direct advertising agreements and affiliate marketing agreements.

Agreements for Authors and Creators

Like in all other industries, contracts for authors and artists help create certainty and clarity. In creative industry contracts are especially important for identifying and allocating intellectual property rights.

If you are a writer, musician artist, designer, or photographer entering into business with another party or providing a service we can help you protect your works and allocate rights by reviewing or preparing agreements including, for example: publishing agreements, photography agreements, consignment agreements, contributor agreements, model release agreements and fashion modeling contracts. Where necessary we draft thorough assignments of copyright and waivers of moral rights for creators and authors.

IP Due Diligence

If you are involved in a commercial transaction, we can provide due diligence on the owned and licensed intellectual property assets of the acquisition target. Alternatively, we can act for the target in identifying and preparing the pertinent details of its owned and licensed intellectual property for the potential acquirer.

IP Audit

In preparation for an acquisition, we can provide an IP audit to create an inventory of your intellectual property and make recommendations on further steps to enhance its value and to address risks. An audit will address whether you own certain IP, whether you have sufficient rights to use the IP that you do not own, and whether adequate steps are being taken to protect the IP created by your employees or independent contractors. Audits are a useful diagnostic tool that allow you to proactively address potential risks and enhance business value on your own schedule.

Our intellectual property transactional services include:

Preparing and recording assignments and licences of all types of IP rights

Preparing confidentiality and non-disclosure agreements

Preparing assignments of intellectual property and waivers of moral rights for use with employees or contractors

Advising on ownership of intellectual property where intellectual property has been created by employees or contractors with or without an applicable agreement

Preparing joint ownership agreements

Reviewing and advising on any existing agreement or contract

Identifying a company’s IP assets and opportunities to increase their value as well as deficiencies and risks

Identifying a company’s owned and licensed IP assets for a potential acquisition

Reviewing and assessing the quantity and quality of IP assets owned by or licensed to an acquisition target

Website terms of use

Website privacy policies

Terms and conditions for mobile applications

Advertising and marketing agreements

Agreements for authors and creators