B2B Contracts: Who Owns The Intellectual Property?

By | Business Contracts, Business Lawyer | No Comments

B2B Contracts Who Owns Intellectual PropertyB2B 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.

Where To Get Help With Your B2B Contracts

If you need a new business agreement or help with an existing one (no lawsuits), it’s time to talk with Business Contracts Lawyer Mike Young. Schedule a phone consultation today.

Software Development Work Orders: What You Need To Know

By | Software Agreements, Software Lawyer | No Comments

Software Development Work Orders: What You Need To KnowSometimes called a Scope of Work (SOW), software development work orders define project work.

Also important, a project’s work order excludes tasks. That’s essential to avoid misunderstandings between client and developer.

Master Services Agreements And Work Orders

Work orders are common when there’s a master services agreement. For example, the developer will do more then one app project in a year.

These master agreements are flexible. Because they allow either party to walk away with advance notice, for cause, etc.

And they’ll often renew for another term if there’s a good working relationship.

Of course, the underlying software development agreement will favor one party. If you hire the software lawyer to prepare the contract, it will favor you. Because terms and conditions make a difference.

Software Work Orders Versus Change Orders

It’s important to note that work orders are different than change orders.

  • A work order defines the original scope of work.
  • But a change order modifies that scope during the project.

Work Order Signatures

Of course, work orders (and change orders) should be in writing. And signed by authorized parties. Either on paper or electronically.

Now an experienced software attorney often prepares software development template work orders and change orders for client use.

Where To Get Software Development Work Orders

Are you a software developer? Or a business owner who retains them to develop applications?

Software Lawyer Mike Young can prepare a software development agreement that’s right for you. Plus software development work orders. And template change orders. Check out the Software Development Legal Protection Package to learn more now.


Business Contract Types Chart: Pros And Cons

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business contract types chart pros and cons

What kind of agreement do you need? Here’s a handy chart to help you understand the advantages and disadvantages of common business contract types.


Verbal Agreement


Written Agreement

Written Agreement

By Business Lawyer

Quick Agreement?


Covers Essential Terms?

Easy To Modify?

Probably Enforceable?

Easy To Terminate?

Discourages Lawsuits?

Need help with business contracts? Then you’ll want to schedule a phone consultation with Business Lawyer Mike Young today.

B2B Agreements: Don’t Get Yours Mistaken For Consumer Contracts

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B2B Agreements: Don’t Get Them Mistaken For Consumer ContractsDo you ink deals with B2B agreements?

The B2C Danger For B2B Deals

The last thing you want is for it to look like you’re using business-to-consumer (B2C) contracts. Because there are many laws and regulations that provide consumer protection.

This extra level of protection for consumers doesn’t apply to business-to-business deals. Courts assume there’s greater business savvy if the deal is between two companies.

On the flip side, consumer protection laws tilt the field in favor of the individual. And it’s easy for a business to lose if a consumer disputes contract terms.

Adding insult to injury, what if your agreement is B2C and violates consumer protection laws?

You may be liable for statutory damages, the consumer’s attorney fees, and court costs. And that’s not counting expenses from any related government investigation. Imagine the costs incurred when a state’s Attorney General or the FTC comes after you.

So you’ll want your B2B contracts to appear as such.

This is particularly true when the other party is an individual. Ideally, that individual will have a business entity (e.g. a single member LLC) as the contracting party. Or he does business as a sole proprietorship using a company name (e.g. “Jim’s Printing Co.”).

Where To Get Help With B2B Agreements

Do you need B2B agreements? Or have a contract that you want reviewed or revised? Schedule a phone consultation today with Business Lawyer Mike Young.

Software Maintenance Agreements: What You Need To Know

By | Software Agreements, Software Lawyer | No Comments

Software Maintenance AgreementsFor software agreements, business owners think of development contracts and licensing. Yet software maintenance agreements play an important role.

Software application maintenance can be part of the original software development agreement. Or it can be a standalone contract. Either the developer or a third party agrees to update and maintain the application.

Beware Of The Disappearing Software Maintenance Provider

Of course, your agreement is only as good as the services provider.

For example, let’s say your business has an app developed by a small team in India. And the development agreement provided for one year of maintenance for a flat fee.

But if the team doesn’t respond to emails and other attempts to contact them, what are you going to do? You’ll need to find a replacement because you can’t enforce the maintenance agreement.

Scope of Work

Your software maintenance contract should define the scope of work. Will there be remote support? On-site support? Updates? Upgrades? How quickly will there be a response to a request for help?

And the related costs…

  • Will there be a flat fee?
  • Extra costs for working nights and weekends?
  • If support is on-site, will you pay for travel time?

Software Changes And Ownership

Intellectual property ownership is also a concern. A good app development agreement will make it clear what you own and what’s licensed.

Similarly, what if your provider modifies the application as part of maintenance? You’ll want to know the intellectual property rights you’re getting to the changes.

Where To Get Software Maintenance Agreements

Do you need a separate software maintenance agreement? Or maintenance provisions included in an app development contract?

An experienced software attorney can prepare the legalese to protect your rights. Set up a phone consultation now with Software Lawyer Mike Young to discuss what you need.