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Old 04-30-2020, 03:10 PM
 
55 posts, read 14,783 times
Reputation: 18

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Okay so I have a question about contracts with independant contractor's and companies. If anyone is a lawyer, or knows legal terms, I'd love your thoughts.

In this section of the contract, who has the intellectual property rights? I just want to make sure I understand who is being protected in the current contract and in the new one before any final action is taken.

Current Contract

CONFIDENTIAL INFORMATION

Contractor Confidentiality. Contractor acknowledged that within the course of providing
services, it will be necessary for [The Company Name] to disclose certain confidential
and proprietary information to Contractor in order for Contractor to perform duties under this
Contract. Contractor acknowledges that any disclosure to any third party or any misuse of this
proprietary or confidential information would irreparably harm [The Company Name].

Accordingly, with exception to any and all work products created and owned by Contractor that
become confidential and proprietary information of [The Company Name], Contractor
will not use or disclose to others without [The Company Name's] written consent. The
[The Company Name's] confidential information, except when reasonably necessary to
perform the services under this Contract.

Confidential information includes but is not limited to:
- Written, printed, graphic, or electronic materials
- [The Company Name's] business or marketing plans or strategies, client lists,
operating procedures, trade secrets, design formulas, know-how and processes, and
improvements of any kind
- Any tangible information produced by Contractor for [The Company Name]
under this contract that provides [The Company Name] with a business
advantage over competitors and is unknown by [The Company Name's]
competitors

Contractor will not be restricted in the use of any material that is publicly available, already in
Contractor’s possession prior to commencement of Contractor’s provision of services to [The Company Name], known to Contractor without restriction, or rightfully obtained by
Contractor from sources other than [The Company Name].

------------------------------

Above is the current contract. The contract is supposed to be renewed and the new contract not signed yet, so the above is still active.

The Company is in CT and the contractor is in GA and all work is done online.

There were issues over who owns what based on the current contract and moving to the new contract.

The contractor said they want their work out there, but if the company doesn't use it then they will go elsewhere.

Part of the issue was over collaborative work where the contractor brought in Confidential Term 1, an idea and document that worked in theory but in practice was useless and actually harmful to the company's clients. The Company took the original idea and made the idea actually work in practice and beneficial for the company's clients, which is Confidential Term in the text below. That issue has been resolved.


------------------------------

New Contract terms

TERM OF AGREEMENT
This contract will become effective when signed by both parties and will end on August 15th, 2020 and will be subject to the following terms.

Contractor shall retain ownership of previous all non-collaborative creative works, programs, and materials that they brought to [The Company Name]. Collaborative work means anything that is changed or altered significantly from the original presentation, it becomes co-author intellectual property. Example: Contractor brought Idea X and [The Company Name] turned it into Idea Y.

[The Company Name] may use creative works, programs, and materials provided to them by Contractor once it’s been submitted and accepted, indefinitely, royalty-free.

Contractor shall not be restricted in any manner to utilize any of his own creative works, materials, and programs in any capacity whatsoever at any time, nor shall anyone else dictate what he can and cannot do with such creation.

[The Company Name] shall retain ownership of the term [Confidential Term] with the understanding that [Confidential Term] is an extension of [Confidential Term 1] which shall remain creative works, programs, and materials of Contractor. Furthermore, [The Company Name] acknowledges and agrees that the only difference between [Confidential Term] and [Confidential Term 1] is [distinctions in the idea] as it pertains to [Confidential Term].

If at any time consideration is given to selling creative works, programs, and materials by Contractor, first right of refusal to purchase shall be granted to [The Company Name].

This contract is by and between [The Company Name] and Contractor. As such, the contractual relationship is by and between [Company Name] and Contractor exclusively, and no other party shall have any interest.

CONFIDENTIAL INFORMATION
Contractor Confidentiality. Contractor acknowledged that within the course of providing services, it will be necessary for [The Company Name] to disclose certain confidential and proprietary information to Contractor in order for Contractor to perform duties under this Contract. Contractor acknowledges that any disclosure to any third party or any misuse of this proprietary or confidential information would irreparably harm [The Company Name]. Accordingly, Contractor will not use or disclose to others without [The Company Name's] written consent [The Company Name] confidential information, except when reasonably necessary to perform the services under this Contract.

Confidential information includes but is not limited to:
- Written, printed, graphic, or electronic materials
- [The Company Name's] business or marketing plans or strategies, client lists and information, operating procedures, trade secrets, design formulas, know-how and processes, and improvements of any kind
- Any tangible information produced by Contractor for [The Company Name] under this contract that provides [The Company Name] with a business advantage over competitors and is unknown by [The Company Name's] competitors.

Contractor will not be restricted in the use of any material that is publicly available, already in Contractor’s possession prior to commencement of Contractor’s provision of services to [The , known to Contractor without restriction, or rightfully obtained by Contractor from sources other than [The Company Name].

DISPUTES
Mediation: If a dispute arises under or relating to this Contract, the parties involved will try in good faith to settle it through mediation conducted by a mediator to be mutually selected. The parties will share costs of the mediator equally. Each party will cooperate fully and fairly with the mediator and will attempt to reach a mutually satisfactory compromise to the dispute. If the dispute is not resolved within 30 days after it is referred to the mediator, either party can take the matter to court.

--------------------

Who is being more protected in the new and updated contract terms in terms of intellectual property or is it about equal/fair?


Thanks!
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Old 04-30-2020, 03:41 PM
 
153 posts, read 67,780 times
Reputation: 63
A couple comments for you, what will happen with the confidential information at the end of the term? is the info going to be kept confidential for a certain period of time or will it be destroyed / or returned to the buyer?

.
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Old 04-30-2020, 04:41 PM
 
Location: Coastal Connecticut
17,024 posts, read 20,783,870 times
Reputation: 4678
This thread is not particularly Connecticut specific so I'm moving it to the appropriate forum.
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Old 05-01-2020, 06:33 AM
 
6,899 posts, read 3,114,664 times
Reputation: 20901
Originally, I had a thorough response. Then I realized this is too complex to unpack on a message board.



Go find a good intellectual property attorney and ask that person.



Then, of course, there's the business issue. It sounds as if there's some fundamental disagreement between contractor and client, but they are not consequential enough for the client to sever relations. However, I would lean towards preserving the business relationship and conceding some stipulations in the contract in order to enjoy continued revenue. Especially true in today's uncertain economy.
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Old 05-01-2020, 07:50 AM
 
55 posts, read 14,783 times
Reputation: 18
Quote:
Originally Posted by MinivanDriver View Post
Originally, I had a thorough response. Then I realized this is too complex to unpack on a message board.



Go find a good intellectual property attorney and ask that person.



Then, of course, there's the business issue. It sounds as if there's some fundamental disagreement between contractor and client, but they are not consequential enough for the client to sever relations. However, I would lean towards preserving the business relationship and conceding some stipulations in the contract in order to enjoy continued revenue. Especially true in today's uncertain economy.
Waiting to hear back from a lawyer, but just wanted to see if anyone had any basic insight. The company can easily thrive without this independant contractor, even though they bring talent to the table. The contractor has no other places to go to give their work and it was an empty threat on their part.

The company is in the process of determining whether to even go with a new contract or just part ways with the old contract.
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