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PLAYBOOK TEMPLATES

Subcontracting Agreement

A Subcontracting Agreement defines obligations between a primary contractor and subcontractor for project execution. This playbook examines flow-down provisions, performance guarantees, and dispute management.

IP Ownership

Why This Matters: Failure to secure IP rights can undermine product development, licensing opportunities, and competitive positioning.

Negotiation strategy

If you're the Primary Contractor:

Ensure all IP created during the contract is assigned to the company. Include clauses for assignment of rights and waiver of moral rights to prevent future disputes.

If you're the Contractor:

Negotiate for fair compensation for IP assignment and ensure any pre-existing IP is clearly licensed, not assigned, to the company.

Essential elements

1

IP Assignment

Transfer of IP rights to company.
2

Moral Rights Waiver

Waiver of creator's moral rights.
3

Pre-existing IP License

License for contractor's existing IP.

Action framework

ACCEPT

Propose edits if jurisdiction-specific IP laws require modifications.

EDIT

Reject if the clause does not assign IP to the company.

ADD

Add clauses if IP ownership terms are missing.

PRO TIP

Always consult with local counsel to ensure compliance with jurisdiction-specific IP laws.

Example clauses

FAVORABLE

Comprehensive IP Assignment

"All rights, title, and interest in and to any and all intellectual property, including but not limited to inventions, discoveries, developments, and innovations, whether or not patentable, that are conceived, created, developed, or reduced to practice by the Contractor, either solely or jointly with others, during the term of this Agreement and in the course of performing services under this Agreement, shall be the sole and exclusive property of the Company."
NEUTRAL

Basic IP Assignment

"The Contractor assigns to the Company all rights in the intellectual property created under this Agreement."
UNFAVORABLE

Limited IP Assignment

"The Contractor retains ownership of all intellectual property created under this Agreement, granting only a limited license to the Company."

Fallbacks

High-Risk Projects

In high-risk projects, ensure IP clauses are robust to protect significant investments and innovations.

Cross-Border Agreements

Consider international IP laws and ensure clauses are enforceable across jurisdictions.

Start-Up Collaborations

Balance IP ownership with incentives for innovation and collaboration in start-up environments.
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