Terms that determine ownership.
WHAT TO ADDRESS IN CUSTOMER CONTRACTS
Who owns work produced What licence the customer receives What you retain What happens to materials on termination
WHAT TO RETAIN AS A SUPPLIER
Rights to general knowledge, methods and reusable components.
WHY
Otherwise you cannot use your own techniques again.
WHAT TO GRANT
A licence sufficient for the customer's purpose.
WHAT TO ADDRESS IN SUPPLIER CONTRACTS
That work produced for you is assigned to you That it does not infringe third-party rights What third-party components are included
WHAT AN INDEMNITY DOES
Shifts liability for a claim to the other party.
WHAT TO SEEK
An indemnity against third-party claims, from suppliers.
WHAT TO RESIST
Unlimited indemnities you give.
WHAT TO ADDRESS IN EMPLOYMENT CONTRACTS
Ownership of work created in the course of employment Confidentiality What happens to personal projects
WHY PERSONAL PROJECTS MATTER
Broad clauses capture work unrelated to the job.
WHAT TO NEGOTIATE AS AN EMPLOYEE
A carve-out.
WHAT TO ADDRESS IN PARTNERSHIP AND SHAREHOLDER ARRANGEMENTS
Who owns what was contributed What happens if someone leaves
WHY
Founders contributing work without assignment create serious problems later.
WHAT TO KEEP
Every agreement, findable.
WHAT TO AUDIT PERIODICALLY
Whether the company owns what it uses.
