B2B contracts often involve the creation or use of intellectual property (IP). Who owns the copyrights, trademarks, patents, etc. in your business deals?
The answer to this question may surprise you. Because many agreements don’t address IP ownership.
When Your Business Creates Intellectual Property
The terms of your B2B agreements will depend upon who owns the IP you create. Will the other party own the IP? Or will your business keep ownership but license IP use to that party?
When Your Business Receives Intellectual Property
If the other party is delivering IP to your business, what exactly are you getting? If the party created the IP, will you own it or are you only a licensee?
What does your business agreement say about ownership? And if it says nothing, what are you buying?
And what if the party delivering the IP doesn’t own it? Will your company receive a transferable license? Does the party have the right to sublicense the IP to you? What if there’s open source IP?
What IP Can Be Transferred?
Are you delivering or receiving intellectual property in your B2B contracts? It’s important to note that one can’t transfer more rights than one owns.
If the party delivering the IP under the contract, the recipient can’t insist upon ownership. Because the deliverer doesn’t own it in the first place.
Price And IP Rights
If you don’t know what IP rights are being delivered under your 2Bb agreements, it’s likely the contract pricing is inaccurate. Because the recipient likely overpays or underpays depending upon the rights delivered.
This can lead to misunderstandings and lawsuits when one of the parties feels cheated from the deal.