Intellectual Property Clause in Service Level Agreements

Today I have been reviewing documents for starting up a contract with an OH provider.  One thing that many people forget in the terms and conditions (t’s and c’s) contract is a bit about the intellectual property. But this is important, especially in big companies with research and development departments or where there are novel ideas and inventions.  Everyone needs to protect their products.

The intellectual property clause is an obscure piece of scribble that sits somewhere near the top of t’s and c’s by the confidentiality piece; which all OH contracts tend to include.

The intellectual property (IP) protects the hiring company from having their inventions or documents from being stolen. It refers to the collection of rights which protect creations of the mind, for example, inventions, literary and artistic works, designs, names, music and images. They are broadly divided into patents, trademarks, industrial designs. It also covers copyright of artistic and literary works (including software) films, music, and rights such as performance and rental.

Intellectual Property
Intellectual Property

SEQOHS, in the standards, are clear on their requirements that IP is included in any contract and that prospective employers/clients consider this by having a statement included under their business probity section A.

An example of a typical Intellectual Property statement:

Company Name agrees all copyright, design and other intellectual property rights in any work developed during the provision of any Company Name service will vest in us.

“Confidential Information” means secret or confidential commercial, financial, marketing, technical or other information, know-how, trade secrets and other information in any form whether disclosed orally or in writing, together with any reproductions of such information in any form or medium or any part(s) of this information including this agreement (and “confidential” means that the information, either in its entirety or in the precise configuration or assembly of its components, is not publicly available).

Each party undertakes that it will keep and procure to be kept secret and confidential all confidential information belonging to the other party disclosed or obtained because of the relationship of the parties under this agreement and will not use nor disclose the same, except for the purposes of the proper performance of this agreement or with the prior written consent of the other party. Where disclosure is made to any employee, consultant, or agent, it is subject to obligations equivalent to those set out in this agreement and each party agrees to use all reasonable endeavours to procure that any such employee, consultant or agent complies with such obligations provided that each party will continue to be responsible to the other party in respect of any disclosure or use of such confidential information by a person to whom disclosure is made.

The obligations of confidentiality will not extend to any matter where either party can show:
(a) is in, or has become part of, the public domain other than because of a breach of the obligations of confidentiality (under this agreement); or
(b) was independently disclosed to it by a third-party entitled to disclose the same; or
(c) is required to be disclosed under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction

We are fully compliant with the General Data Protection Act especially in relation to obtaining consents and providing personal health information of employees and service users in any Company Name service provision.

For more information contact your legal and procurement team to fine-tune the statement above for your own particular company needs or read an article here

Have you got an intellectual property clause in your service level agreements?

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