Below are some golden rules to help avoid disputes with independent contractors or subcontractors:
Seek Legal Advice: Issues related to ownership rights can be complex and vary widely between countries. For most legal matters, it’s essential to seek specialized legal advice before entering into contracts with freelancers or independent contractors.
Establish Written Agreements: Ensure clarity regarding intellectual property ownership for any products created by freelancers or independent contractors. Determine whether the transfer of ownership will occur, when it will happen, who will exploit the product, who will pay for it, whether improvements and modifications are allowed, and more. Make sure what you agree upon aligns with current intellectual property regulations.
Contract Before Commencing Work: Avoid ownership-related complications by addressing these issues before the collaboration begins. Significant intellectual property issues may arise early in the project, so be sure to address them proactively.
Incorporate Non-Compete Clauses: Include non-compete clauses in employment contracts, as today’s freelancers may become competitors tomorrow.
Implement Internal Patent Policies: Company policies and regulations should include provisions related to the types of inventions within the scope of business operations, the freelancer’s obligations to notify the company about inventions, the company’s process for handling invention disclosures, security requirements, and compensation for inventors. These provisions must comply with national intellectual property laws.
Be Extra Cautious with External Resources for R&D: When individuals who are not employees of the company participate in R&D activities, ensure that all parties sign agreements allowing the company sufficient rights over the results of their work. Contracts should cover the transfer of any rights, including reassignment of those rights and, especially, modification rights if the R&D project produces copyrightable works or other protectable materials. Additionally, include provisions for ownership of tangible materials related to research (e.g., microbial strains and biological materials) and intellectual property rights over non-community proprietary information. All these products should be kept strictly confidential.
