My client has the following concern regarding clause 6.1 under Intellectual Property Rights of the ‘web marketing terms’. I am not sure why the description contained within the first para sits under the IPR section this is essential to providing your services ie taking information from our website to help us rank higher. I want to be absolutely clear under this section that any of the information distributed on our behalf in the form of press releases or guest blog posts remains our property and not Absolute Internet Marketing?s. Any help here would be greatly appreciated – could i add a sentence in this clause stating all content i produce on behalf of my client is the Customers property – or something to that effect? Many thanks, Simon.
Alasdair Taylor's Answer
Clause 6.1 is a simple licence, enabling the services provider to do its job: “The Customer grants to the Provider a non-exclusive licence to use the Website to the extent required for the Provider to perform its obligations and exercise its rights under the Agreement”. This is in the IPR section because it is a licence of IPR – copyright most significantly, but also potentially other rights such as database right.
The standard Clause 6.2 says: “All Intellectual Property Rights in any works arising in connection with the performance of the Services by the Provider will be the property of the Provider. Where the Provider modifies the Website in the process of providing the Services, the Provider hereby grants to the Customer a non-exclusive royalty-free licence to use such modifications in connection with the Website”.
If you wanted all IPR to belong to the customer, you could replace 6.2 with: “The Provider hereby assigns to the Customer all Intellectual Property Rights in any works created by [or on behalf] of the Provider in the course of the performance of the Services”.
[NB square brackets indicate sections that you should give particular consideration to amending further.]
If you wanted a more nuanced approach, with only some rights being assigned to the customer, you could replace 6.2 with: “The Provider hereby assigns to the Customer all Intellectual Property Rights in any [Website modifications, blog posts or press releases] created by [or on behalf] of the Provider in the course of the performance of the Services. All Intellectual Property Rights in any other works created by [or on behalf] of the Provider in the course of the performance of the Services shall be the property of the Provider”.
In either case, if you wanted a “for the avoidance of doubt” clause in relation to customer IP, you could consider adding something like: “For the avoidance of doubt, as between the parties the Customer shall be the exclusive owner of all Intellectual Property rights in any works created by the Customer in connection with the Agreement, and nothing in the Agreeement shall constitute an assignment or transfer of any Intellectual Property Rights from the Customer to the Provider”.
If you are including an assignment of IPR in the the document, you need to ensure that it is signed by or on behalf of the assigning party (in addition to the usual requirements for valid contracting).
I hope this helps.