Each party shall retain ownership of all Intellectual Property Rights owned by it prior to the commencement of this Agreement. Any Intellectual Property Rights created during the performance of this Agreement shall belong to [PARTY A/PARTY B/BOTH PARTIES]. Both parties agree not to infringe the Intellectual Property Rights of the other party.
Here is a plain English explanation of the Intellectual Property Rights clause:
- This clause states that any Intellectual Property Rights (copyrights, trademarks, patents etc.) owned by a party before the contract remains theirs.
- It then assigns ownership of any new Intellectual Property Rights created while carrying out the contract. This could be to Party A, Party B, or jointly owned.
- The parties promise not to infringe on each other's Intellectual Property Rights that they already own or are granted under the contract.
- This protects both parties' proprietary information and innovations. It allocates ownership of anything newly developed to avoid future disputes.
- The clause allows both sides to control and benefit from their existing IP while respecting the other's rights. Clear IP ownership is established for anything produced during the contract term.
Intellectual property protections evolved over centuries in England, leading to the development of contractual IP clauses.
Early English customs and royal decrees granted monopolies to publishers, establishing primitive copyright concepts. The 1624 Statute of Monopolies then codified IP rights for inventors and authors. But IP remained an emerging concept in early English law.
By the 18th century, court rulings like Millar v Taylor strengthened copyright by determining common law protections for authors. Meanwhile, patents were formalized in new laws like the Patent Law Amendment Act.
Despite this progress, commercial IP protections in contracts lagged. Parties rarely delineated ownership and infringement rules in writing initially. Creators relied on loose customs and partial legal rights.
With the industrial revolution, patented inventions and creative works gained commercial value. New technologies like photography required IP agreements. By the late 1800s, British contracts began addressing IP more substantially.
Modern English IP clauses emerged in the 20th century as dedicated statutes were passed. The Copyright Act 1911, Patent and Designs Act 1919 and subsequent laws provided clearer IP definitions. Detailed, tailored contractual clauses soon became standard practice.
Today, English commercial contracts almost universally contain IP provisions to protect confidential information and allocate ownership rights between parties. This evolution followed the growth of IP law itself over centuries of English legal history.