Intellectual property (IP) can be just as valuable as tangible property, and intellectual property rights make many companies money. Intellectual property should be protected through patents, trademarks, copyrights, and other legal devices.
Intellectual property can be divided into four main categories: copyrights, trademarks, patents, and trade secrets, as outlined in the following sections. They are grouped together under the term “inventions” in a contract.
Any intellectual property created by an employee while working for the company may be assigned to the employer by an IP Assignment Agreement contract. Additionally, employees can retain intellectual property that otherwise would transfer to employers.
Copyright is a form of protection established by the U.S. Federal Constitution for original works of authorship that are fixed in a tangible form. It applies to both published and unpublished works.
The intellectual property law of copyright protects original literary, dramatic, musical, and artistic works like poetry, novels, movies, songs, computer software, and architecture. Facts, ideas, systems, or methods of operation are not protected by copyright, although the manner in which they are expressed may be.
Copyright protects original works of authorship. Patents protect inventions or discoveries. Though the way ideas and discoveries are expressed may be protected by copyright law, their content is not. Trademarks protect words, phrases, symbols, and designs used to identify the source and to distinguish one business from others.
Often, people choose to register their works to have a copyright document on public record and to have a certificate of registration. In a successful lawsuit, registered works may be eligible for statutory damages and attorney’s fees. It is considered prima facie evidence in court if the registration occurs within five years of publication.
A brand is a marketing concept that encompasses how people feel about your product or service. If your brand is associated with specific goods or services, trademark registration can give you legal protection. Businesses often use brand names to identify their main or dominant products or services. A slogan or logo associated with those goods or services may also be protected.
A brand can exist without being protected by trademark registration. However, you risk someone misusing your brand or creating a brand so similar to yours that people can’t tell them apart if you don’t register it as a trademark.
Patents are property rights granted to inventors by the United States Patent and Trademark Office (USPTO). Patents usually last 20 years from the filing date in the United States or, in special cases, from the filing date of an earlier related application.
Patent grants confer, as stated in the statute and in the grant itself, the right to exclude others from making, using, offering for sale, or selling the invention in the United States or from “importing” the invention here. Patents are not about making, using, selling, or importing inventions. Patents are solely about excluding others from making, using, selling, or importing them. Patentees must enforce their patents without the assistance of the USPTO.
Patents can be divided into three types:
Trade secrets are protected by intellectual property rights. Trade secrets must generally be:
A violation of trade secret protection occurs when the secret information is acquired, used, or disclosed contrary to honest commercial practices.
Business information that gives an enterprise a competitive edge and is not known to others is generally protected as a trade secret. Both technical and commercial information are included in trade secrets, such as the design and drawings of computer programs, pharmaceutical test data, and distribution methods. Financial information, formulas, and recipes may also be protected by trade secrets.
IP assignment agreements facilitate the transfer of intellectual property from one party to another. The assignor transfers the IP interest. The assignee receives it. IP assignment agreements should include the following important clauses and warranties.
It is possible to transfer IP rights for a fee. There are exceptions, however, such as when employees automatically assign their intellectual property to their employers. Assignees should receive all rights, titles, or interests in the IP.
Upon creation of the intellectual property, all rights, titles, or interests in the IP are conveyed to the assignee. To facilitate a successful transfer, an assignor must agree to do “all things necessary,” including signing required documents.
The assignors must also consent to the assignment of moral rights. Artists have the right to control, protect, and enforce the artistic integrity of their intellectual property, including the right to:
If the assignor’s rights are not assignable, the assignor must hold such rights on trust for the benefit of the assignee.
The assignor represents and warrants that:
If the assignor, whether intentionally or not, attempts to transfer IP that belongs to another party, a warranty clause protects the assignee from liability.
An Assignment Agreement is a contract.
Intellectual property rights are transferred from the creator to an acquiring company. Employees may (and should) sign IP agreements, which assign to the company any ideas, work products, or inventions.
In short, yes. Assigning intellectual property (IP) is the process by which ownership of a work product created for an entity by an employee or consultant is transferred to that entity. Employees or consultants usually sign an agreement that includes an explicit assignment of IP created during employment with the company. These are often referred to as Confidentiality and Inventions Assignment Agreements (CIIAAs) or Proprietary Information and Inventions Assignment Agreements (PIIAAs).
Intangible assets are defined as any and all nonphysical resources, and the rights associated with them, whether owned by a company or individual, are protected from unauthorized use. These assets include:
If the information above seems a bit overwhelming, we understand. To help make intellectual property assignments easier for you, we have prepared an IP assignment agreement template that you can download and use. To download the Word or PDF version, please click here.