Frequently Asked Questions

UK: How do I ensure my UK company owns all intellectual property created for the company by employees, consultants and others?

It is important to make sure there is a written agreement in place with any employee, consultant or other party who creates intellectual property ("IP") for the company which validly transfers to the company all rights to the developed IP. Although the default position in UK law is that IP created by employees during the course of their employment is automatically owned by the employer, it can sometimes be unclear what constitutes 'during the course of employment' (e.g., the employee could work on personal projects using company equipment). This ambiguity can be addressed contractually. In addition, for consultants and other third parties, the company will not own IP they create for the company unless it is explicitly and validly assigned to the company by written agreement.

IP assignments can be incorporated into standalone agreements (e.g., an IP assignment and confidentiality agreement signed by an employee) or baked into larger contracts that cover more than just IP assignment concepts (e.g., IP assignment clauses in service/employment contracts). IP assignments must include specific words in order to be valid and effective under UK law, so you should have any such language reviewed by a legal advisor. Companies should also ensure that individual authors of copyright materials waive (to the extent permitted by law) any 'moral rights' they have (e.g., the right to be attributed as the author of a work).

Finally, IP created outside the UK will be subject to the local laws where the IP was created that will govern how to properly assign the IP. For example, if you engage a software developer in France, French law may apply to the IP created even if the developer's contract is with a UK company and governed by UK law.

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