Office Freylinger’s team is drafting various contracts for its clients, and can also help in negotiating intellectual property-related agreements.
Our intervention will depend on the existing draft agreements.
- We can draft complete agreements
- Or use existing draft already negotiated between the parties. In this case, upon receipt of the existing draft purchase and development agreements, we will verify if the wording of the agreements grants enough rights for your project, from an intellectual property perspective.
We always considers your commercial, technical and practical requirements and objectives to draft tailor-made contracts
1. Non-disclosure agreements (NDA)
Confidentiality or secrecy is often needed at the beginning of a cooperation between partners, or when a client has to divulge part of its ideas, concepts, know-how or other elements to third parties.
Our experts can provide you with NDAs or other confidentiality agreements, in order to protect you and your ability to protect your rights in the future, and also ensuring that your partner(s) will be prevented from using your information and your know-how without your prior approval, or without remuneration for example.
A license is granting a right to use an intellectual property right, against a compensation or for free. Several aspects have to be considered, including the duration of the relationship, the remuneration, but also various practical questions about potential improvements of the technology, control over the use of a trademark, also on Internet where concurring uses are possible, potential costs to be shared between the parties, etc.
Several types of licenses can be drafted, including exclusive license (where the licensee is the only to be able to use the intellectual property right on a specific territory) or non-exclusive licenses.
Extent of rights regarding the commercialisation and distribution of the products or services embodying or incorporating the patent, the trademark, the design or the copyrights have also to be defined clearly, so as to avoid future disputes.
Office Freylinger’s experts are always trying to encourage the parties to discuss and negotiate, and to incorporate pre-litigation mediation, in order to avoid high litigation costs detrimental to all parties.
Transfer of intellectual property rights are important moments for a company, as often related to changes of structure or of strategic orientations.
Office Freylinger is accompanying its clients in negotiating and drafting said transfer deeds, in order to be sure that all legal and practical requirements are met. Every aspect counts, as, for example, the country of the assignee might have impact on legal aspects, such as the possibility to record the transfer, but also on tax or other administrative aspects.
Our team of experienced attorneys will also integrate the necessity to provide the assignee with additional know-how or technical assistance when transferring intellectual property rights related to technical projects, or with additional documents and proof regarding past use of the trademark when it comes to transfer of names – domain names related to the trademark shall also be included in the transfer, including the technical obligations to authorise said transfer, for example.
A franchise is actually a license of intellectual property rights completed by a know-how license and other obligations, defining how the rights and the know-how have to be used. In some cases, use of specific computer programs, providers and other elements are also included.
As franchising activities are subject to very specific rules, our experts can help drafting the franchise agreement itself, but also the mandatory precontractual documents.
5. Coexistence agreements
When a conflict occurs or might occur, it is quite often that the parties are deciding to pacifically coexist in the market, while defining each party’s scope of activity or territory.
Based on the actual situation in the market, but also on their anticipation of the future development of the market(s) and of the client, our experts are proposing dedicated solutions and undertakings, securing the future of the project as well as ensuring a legal security for both parties.
Here also, our goal is to obtain a practical-oriented and business-minded agreement based on our client’s requirements, rights and strategic choices that we can help define.
6. Software Development agreements
As copyrights are automatically created in the name of the software developer, there is a need to formalise computer programming work in a development agreement, including undertakings for time constraints, physical transfer of source code, transfer of intellectual property rights, possibility to apply for trademarks, patents or other IP rights, and so many other aspects.
The goal and objectives of our interventions are:
- to obtain the intellectual property rights over the developments made on behalf of our client
- to ensure that your use of said developments will be secured, i.e. that third parties will have no rights to challenge your use, but also that the software developer will guarantee to possess the rights required to grant a freedom to use undertaking (including with regard to open-source software)
- to obtain the support of your partners / providers if required to deal with potential future claims or court actions
7. Other contracts
As every single situation is specific, Office Freylinger’s experts are at your disposal to create and draft contracts relating to intellectual property, such as:
- research and development agreement
- technical cooperation deeds
- co-branding agreements, where two companies will join forces to co-develop a market under two (or more) trademarks
- sponsoring agreements