How to Define Intellectual Property Rights in Your Contract

Consider these things as you draft your IPR definition:

1. You may be stuck with the list even if it omits something

Some contracts define IPR to include a long list of things, getting into a lot more detail than just patents, copyrights, trademarks, and trade secrets.

When we include a long list of things in a definition, we signal to the court or arbitrator that we consider this list is the entire meaning of the term. This approach may leave them assuming that anything omitted was intentional.

2. Don't include confidential information in IPR

The classic IPR types are patents, trademarks, and copyrights. While trade secrets are also added to IPR, other confidential information is not. Confidentiality is a contractual obligation, not a legal property right. Including it in an IPR definition can create confusion and leave the contract unclear.

3. Be careful about moral rights

While moral rights are a type of right associated with intellectual property, they cannot be licensed or assigned. So if you agree to license or assign all IPR including moral rights, you've created an issue.