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Intellectual Property Agreement
"I need an intellectual property agreement for a commercial partnership where both parties will co-develop technology, with a 50/50 ownership split, a 5-year term, and clear confidentiality clauses."
What is an Intellectual Property Agreement?
An Intellectual Property Agreement protects a company's creative assets and trade secrets by establishing clear ownership rights between employers and employees in the Philippines. It spells out who owns inventions, designs, software code, and other intellectual works created during employment, following local IP laws like the IP Code of the Philippines (Republic Act No. 8293).
This legally binding contract prevents disputes by requiring employees to transfer ownership of work-related innovations to their employer, while also protecting confidential business information. Companies use these agreements to safeguard their competitive advantage, especially in technology, manufacturing, and creative industries where IP is crucial for business success.
When should you use an Intellectual Property Agreement?
Use an Intellectual Property Agreement when hiring employees or contractors who will create, develop, or access valuable company IP in the Philippines. This is especially critical for roles involving software development, product design, research, or content creation where innovative work is part of the job description.
The agreement needs to be signed before the person starts work—ideally during the onboarding process. Tech startups, research institutions, and creative agencies must prioritize this to avoid costly ownership disputes later. It's particularly important when employees might access trade secrets, proprietary methods, or confidential technical information that gives your business a competitive edge.
What are the different types of Intellectual Property Agreement?
- Intellectual Property Non Disclosure Agreement: Focuses on keeping IP confidential, used when sharing sensitive information with employees or business partners
- Intellectual Property Transfer Agreement: Handles the complete transfer of IP ownership from one party to another
- IP License Agreement: Grants permission to use IP while retaining ownership, common in software and content licensing
- IP Assignment Agreement: Specifically for transferring IP rights from employees or contractors to employers
- Intellectual Property Contract Agreement: Comprehensive agreement covering multiple IP aspects including ownership, use, and protection
Who should typically use an Intellectual Property Agreement?
- Technology Companies: Often initiate Intellectual Property Agreements to protect their innovations, software, and proprietary technologies
- Research Institutions: Use these agreements to secure rights to discoveries and innovations made by their researchers
- Legal Departments: Draft and customize agreements to align with Philippine IP laws and company needs
- Employees/Contractors: Sign these agreements as a condition of employment, particularly in creative or technical roles
- IP Lawyers: Review and negotiate terms, ensure compliance with local regulations, and handle dispute resolution
- HR Managers: Implement agreements during onboarding and maintain records of signed documents
How do you write an Intellectual Property Agreement?
- Identify IP Assets: List all intellectual property to be covered, including existing and future creations
- Gather Party Details: Collect complete legal names, addresses, and roles of all parties involved
- Define Scope: Specify exact IP rights being transferred, licensed, or protected under Philippine law
- Set Time Frames: Determine duration of agreement and any important milestone dates
- Draft Terms: Use our platform to generate a customized agreement that includes all required elements
- Review Details: Double-check confidentiality provisions, ownership rights, and enforcement mechanisms
- Prepare Signatures: Ensure all signing parties have proper authority under Philippine corporate laws
What should be included in an Intellectual Property Agreement?
- Identification Section: Full legal names and details of all parties, including their authority to enter agreements
- IP Definition: Clear description of intellectual property covered, following Philippine IP Code definitions
- Rights Transfer: Explicit terms of ownership transfer or licensing arrangements
- Confidentiality Terms: Specific provisions protecting trade secrets and proprietary information
- Duration Clause: Clear statement of agreement term and any survival provisions
- Governing Law: Reference to Philippine jurisdiction and applicable IP laws
- Dispute Resolution: Local arbitration or court procedures for handling conflicts
- Signature Block: Space for authorized signatures, dates, and witness attestation
What's the difference between an Intellectual Property Agreement and an Intellectual Property assignment agreement?
While both documents deal with intellectual property rights, an Intellectual Property Agreement and an Intellectual Property assignment agreement serve distinct purposes in Philippine business law. Let's explore their key differences:
- Scope and Purpose: An IP Agreement covers broad aspects of IP management, including confidentiality, usage rights, and protection measures. An Assignment Agreement specifically transfers ownership rights from one party to another.
- Duration of Effect: IP Agreements typically remain active throughout employment or business relationship, while Assignment Agreements execute a one-time permanent transfer of rights.
- Legal Implications: IP Agreements establish ongoing obligations and protections, whereas Assignment Agreements permanently change IP ownership status under Philippine IP Code.
- Typical Usage: IP Agreements are used for ongoing business relationships, while Assignment Agreements are common in acquisitions, employee inventions, or project deliverables.
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