Intellectual property rights are at the heart of most IT contract.

Questions to ask include:

• Who owns what intellectual property?
• What rights does  the other party have to use intellectual property?

These are core issues. Each party must understand what they own, and if any intellectual property is licensed, how the license  is to work.

Clients paying for the development of software for them often want all intellectual property created for the work, e.g. the software, mobile application  or website, to be assigned from the developer to them The developer will often also need to give a moral rights waiver to the client.

The developer will seek to carve out their pre-existing intellectual property (Pre IP). The item to include in the Pre IP can be a matter for contention. Clients will often seek a  license from the developer to use the PRE IP as required for the client’s application, website or software.

Open source software used by the developer should also be covered.  The client should seek a full list of all open source software used by the developer together with appropriate warranties that the developer has read, understood and fully complied with the requirements for using that open source software, including all licensing requirements for the open source software such as copyright notices and permission notices.

By Andrew Fish, Principal