Intellectual Property Agreements

Our Corporate & Commercial Team are well-versed in providing practical, commercially astute legal advice on how best to protect our clients' Intellectual Property, both within Ireland and internationally.

What is Intellectual Property?

An organisation’s intellectual property ("IP") is an intangible asset, which, in today’s digital world, is often more valuable than bricks and mortar resources and requires robust protection.

Our Intellectual Property Agreements Expertise

There are many types of IP agreements and its importance in Commercial contracts cannot be understated. Our Corporate & Commercial solicitors are experienced in advising on all aspects of IP including:

• Assignment of IP: Where ownership of IP is transferring, a deed of assignment of IP can be prepared to transfer the legal and beneficial interest in the IP. Post-completion registration may also be required, for example, if the trademark or domain name owner changes.

• Employment Contracts: Certain employment contracts may contain a clause providing for the automatic assignment to the employer company of inventions and / or other IP created in the course of employment.

• Licensing of IP: If a company wishes to exploit its IP through a licensing arrangement, our Corporate & Commercial Team can prepare an IP or trademark license agreement.

• M&A Transactions: In Corporate M&A transactions, if acting for a buyer or investor, our Corporate & Commercial solicitors will ensure that a robust due diligence of relevant IP assets is undertaken and that the definitive purchase agreement contains relevant IP warranties from completion. In certain business purchase transactions, a separate assignment of IP may be required.

• Shareholder Agreements: A well drafted shareholders agreement may contain a provision stating that any IP that is developed by a shareholder who works for a company in any capacity is automatically assigned to the company. This protects the company’s IP and makes it clear to third parties, including investors, that the IP created by founders or executive shareholders is owned by the company.

•  Terms and Conditions: In order to protect a company’s IP, its terms and conditions of supply may contain a license of the IP necessary for the receiving entity to enjoy the services provided but which make it clear that all IP remains and rests with the company provider.

•  SaaS Agreements: Software as a Service (“SaaS”) agreements take the form of a type of subscription agreement setting out the number of users in an organization that are permitted to access the software service, makes provision for the use of passwords and includes an acceptable use policy for the software. The agreement also makes provision for the payment of a subscription fee and allows organisations’ to increase the number of subscribers from time to time. The supplier’s IP is protected within the provisions of the agreement.