A Management Consulting Agreement governs advisory or professional services engagements. This playbook explores fee structures, confidentiality, and limitation of liability provisions.
Why This Matters: Misaligned IP ownership can jeopardize competitive advantage and expose both parties to infringement claims.
Negotiation strategy
If you're the Company:
Ensure all IP created during the engagement is assigned to the company. Include comprehensive clauses for assignment and cooperation in IP protection.
If you're the Client:
Negotiate for a fair license to use pre-existing IP and ensure moral rights waivers are jurisdictionally compliant.
Essential elements
1
IP Assignment
Transfer of IP rights to Company.
2
License Grant
Rights to use pre-existing IP.
3
Moral Rights Waiver
Waiver of attribution rights.
Action framework
ACCEPT
Propose edits if IP rights are not clearly assigned or if the scope of the license is too broad.
EDIT
Reject clauses that do not comply with jurisdiction-specific IP laws or fail to protect core business assets.
ADD
Add clauses for confidentiality and cooperation if not present.
PRO TIP
Always verify that IP clauses align with both parties' strategic goals and legal standards.
Example clauses
FAVORABLE
Comprehensive IP Assignment
"Contractor hereby assigns to Company all right, title, and interest in and to any and all intellectual property created, developed, or conceived by Contractor, either solely or jointly with others, during the term of this Agreement."
NEUTRAL
Standard License Grant
"Contractor grants to Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, distribute, and display any pre-existing intellectual property."
UNFAVORABLE
Incomplete IP Assignment
"Contractor assigns some rights to Company but retains certain usage rights without clear limitations."
Fallbacks
High-Risk Projects
In high-risk projects, ensure IP clauses are robust to protect against potential disputes and loss of rights.
Cross-Border Agreements
Consider jurisdiction-specific IP laws and ensure compliance to avoid legal complications.
Collaborative Innovations
Clearly define ownership and usage rights for jointly developed IP to prevent future conflicts.
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