Things every client should understand about intellectual property agreements

Professional services agreements.

The essence of a professional services agreement is this: it is an agreement whereby one party (the Service Provider) agrees to provide one or more services to another party (the Customer), for a stated fee or other consideration, subject to certain terms and conditions.

The reason intellectual property practitioners are commonly asked to draft professional services agreements is that, not uncommonly, in the delivery of services, valuable intellectual property rights will be created, and a question arises as to which party will own these rights and whether or not the other party will have certain license rights in the intellectual properties created as well.

For example, suppose Alpha Corp. recognizes a market need for a new computer program that facilitates the operation of a dentist’s office. It hires Beta Programming Corp. pursuant to a short-term contract to write the program for a fee, with the unstated intention that only Alpha shall have the right to market the program to the public.

The contract that the parties have in mind is a professional services agreement, and, if it is well-drafted, it will clearly specify which of the two parties shall enjoy ownership of any intellectual property rights in the software program created and further specify what, if any, license rights the other party will also have in the program.

Engineering services agreements

Information technology services agreements