This contract tip is about defining intellectual property rights (IPR) in our contracts.
Consider these things as you draft your IPR definition:
1. You may be stuck with the list even if it omits something - Some contracts define IPR to include a long list of things, getting into a lot more detail than just patents, copyrights, trademarks, and trade secrets. When we include a long list of things in a definition, we signal to the court or arbitrator that we consider this list the term's entire meaning. This approach may leave them assuming that anything omitted was intentional.
2. Don't include confidential information in IPR - The classic IPR types are patents, trademarks, and copyrights. While trade secrets are also added to IPR, other confidential information is not. Confidentiality is a contractual obligation, not a legal property right. Including it in an IPR definition can create confusion and leave the contract unclear.
3. Be careful about moral rights - While moral rights are a type of right associated with intellectual property, they cannot be licensed or assigned. So if you agree to license or assign all moral rights with the assignment of your IPR, you've created an issue.
Do you have any other advice on drafting IPR definitions?
