What documentation is necessary to have IP rights signed over to my firm upon hiring me for services?

I started a management consulting firm and I want to create a standard agreement
for the social media brands, inventors, developers, etc. that I work with to give
the IP rights to my firm. Is that just a clause I should include in my work
contracts or is there a formal agreement I can have created?

Asked on May 30, 2016 under Business Law, Virginia

Answers:

SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 4 years ago | Contributor

You can do a separate agreement, or can include within a larger contract--legally, it's all the same. The agreement should state that they assign all right and interest in and to the IP to your company. If in a separate agreement, it needs to recite that they are doing so for valuable consideration, receipt of which is hereby acknowledged; if it's in a larger contract, the consideration received for that contract will suffice for this, too (no separate consideration necessary).
You can refine or limit the agreement however you and the other parties want: it can be limited to certain defined IP; for a certain duration, set by time or for the period they work with you; can be broad based or could only give you the rights for certain purposes while (i.e. license you some rights for use, as in your consulting, rather than transferring entirely to you); can have termination or reversion clauses; etc. As a contract, it can be fine-tuned to your needs.
You also should have an agreement for any employees or subcontractors of yours (e.g. graphic artists) that any IP they create during their employment or using any materials, equipment, resources, etc. provided by you is "work made for hire" and you have all rights.
Ideally, let an attorney draw up the agreements for you, in line with what you need. You legally can create them yourself, but if this is to be an important part of an ongoing business, it's worth the investment to get it right.


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