Step-by-step guide to applying for a UK trade mark online
Sale non-disclosure agreement
It is imperative that you have sufficient safeguards in place to protect your A product of human creativity such as copyrights, trademarks, patents and designs. before going into a business meeting or negotiation with someone from outside your business. If you do not have the requisite safeguards in place, you are more vulnerable to having your designs, work or inventions stolen or copied by the person you are dealing with. Losing A product of human creativity such as copyrights, trademarks, patents and designs. could have disastrous effects on your business.
There are legal and practical steps that you can take to protect your A product of human creativity such as copyrights, trademarks, patents and designs. during meetings or negotiations with someone from outside your business. Such steps should be used together where possible.
In summary, in order to protect your A product of human creativity such as copyrights, trademarks, patents and designs., you can do the following:
Consider registering your A product of human creativity such as copyrights, trademarks, patents and designs.
You can register certain types of A product of human creativity such as copyrights, trademarks, patents and designs., depending on exactly what you are aiming to protect.
For more information on how and when you might wish to register your A product of human creativity such as copyrights, trademarks, patents and designs., see Q&A 2 and following.
Have a An agreement between parties to not disclose any confidential information except where permitted under the terms of the agreement. A non-disclosure agreement can be either one-way (only one party agrees to not disclose confidential information) or mutual (all parties to the agreement agree to not disclose confidential information). Also known as an NDA.in place
A properly drafted non-disclosure agreement (An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). ), which is signed by the person you are meeting or negotiating with, will put that person under a legal obligation not to disclose any information referred to in the An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). which they receive. See Q&A 32 and following for more information on NDAs and how they should be drafted. You can find a template An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). at Non-disclosure agreement (NDA). You can also purchase these templates as part of the Protecting IP and confidential information toolkit.
Take practical steps to reveal as little information about your A product of human creativity such as copyrights, trademarks, patents and designs. as possible
You should be wary of who you are talking to and only reveal information where it is necessary to do so. You should be particularly wary of divulging too much information concerning any invention you might have. If you disclose what the invention is, you may lose your right to A legal protection giving an exclusive right to produce a certain invention for a certain period of time (currently 20 years) to its owner. it in the future. See Q&A 3 for more on the danger of revealing too much information about your invention and the practical steps that you should take to protect your A product of human creativity such as copyrights, trademarks, patents and designs..
Of course, disputes can still arise even if you do take such precautions. For how to deal with any disputes concerning your A product of human creativity such as copyrights, trademarks, patents and designs. see Options for dealing with infringements to intellectual property.
You can register various types of Distinctive signs used by businesses to distinguish their goods and/or services from those sold by other businesses. including names, Symbols or other recognisable marks used by a business to identify their products., shapes, sounds and motions. It is sensible to register your business's name and any logo as Distinctive signs used by businesses to distinguish their goods and/or services from those sold by other businesses., if you can, to prevent your competitors intentionally or inadvertently copying your brand.
Your A distinctive sign used by a business to distinguish its goods and/or services from those sold by another business. must have distinctive character, that is, it must clearly show customers that the marked Physical items being sold. Distinguished from digital content and services, neither of which are physical items. or services come from your business, and must distinguish your Physical items being sold. Distinguished from digital content and services, neither of which are physical items. or services from those sold by your competitors.
If you do register a A distinctive sign used by a business to distinguish its goods and/or services from those sold by another business. (for example, your logo), you are granted exclusive rights to use it. You can also prevent people from using it without your consent in a way which is detrimental to your A distinctive sign used by a business to distinguish its goods and/or services from those sold by another business. or which confuses people about which business has produced the Physical items being sold. Distinguished from digital content and services, neither of which are physical items.. For example, if a sports club has trademarked its logo and uses it on official merchandise, other businesses cannot then use that logo as People purchasing goods and services for personal use/acting outside of their professional or working capacity. may be misled in thinking that they are purchasing official merchandise.
Registering a A distinctive sign used by a business to distinguish its goods and/or services from those sold by another business. means that the other party in your business meeting or negotiation cannot steal your A distinctive sign used by a business to distinguish its goods and/or services from those sold by another business. and use it for their business.
For more information on registering Distinctive signs used by businesses to distinguish their goods and/or services from those sold by other businesses. see Preparing to register a trade mark. See Step-by-step guide to applying for a UK trade mark online, Step-by-step guide to filling in the UK trade mark application form and Step-by-step guide to applying for an EU trade mark online for how to register a United Kingdom of Great Britain and Northern Ireland or A trade mark registered under EU law by the EU Intellectual Property Office (EUIPO).. You can also purchase these guides as part of the Protecting IP and confidential information toolkit.
Whilst registration can provide you with strong protection, it is not the only way to protect your A product of human creativity such as copyrights, trademarks, patents and designs. before going into a business meeting or negotiation. You should not be complacent about divulging a lot of information about your A distinctive sign used by a business to distinguish its goods and/or services from those sold by another business. just because it is registered. See Q&A 6 about how much you should reveal about your A distinctive sign used by a business to distinguish its goods and/or services from those sold by another business., and see Q&A 31 and following on how to protect your business information generally.
If you have invented something, you can A legal protection giving an exclusive right to produce a certain invention for a certain period of time (currently 20 years) to its owner. it to give it legal protection. In general, for an invention to be patentable it needs to be new, capable of industrial application and involve an inventive step, which means it should not be obvious to a person skilled in the field at the time the The formal process of applying for patent protection from an intellectual property office. is filed.
By The process of protecting an invention with a patent - a legal protection giving its owner an exclusive right to produce a certain invention for a certain period of time (currently 20 years). your invention, you gain an exclusive right over it, including the sole right to make and sell your invention. This means that the other party in your business meeting or negotiation cannot steal your work and mass produce it if you have a A legal protection giving an exclusive right to produce a certain invention for a certain period of time (currently 20 years) to its owner. in place.
However, registering for a A legal protection giving an exclusive right to produce a certain invention for a certain period of time (currently 20 years) to its owner. can be expensive, time-consuming, and will reveal your invention to the public, which you might not want to do, especially if you are at an early stage of your business.
See Understanding patents for more on The process of protecting an invention with a patent - a legal protection giving its owner an exclusive right to produce a certain invention for a certain period of time (currently 20 years). your invention.
Whilst registration can provide you with strong protection, it is not the only way to protect your invention before going into a business meeting or negotiation. You should not be complacent about divulging a lot of information about your invention just because it is registered. See Q&A 10 on how much you should reveal about your invention, and see Q&A 31 and following on how to protect your business information generally.
You can register a design if it is new and individual (ie not too similar to anything that has gone before – it must make a different overall impression from any earlier designs of the same product) , and also satisfies the other registration requirements, such as being morally acceptable. Registering your design gives you the exclusive right to use the design, and the right to prevent other people using your design, or aspects of your design which give the same overall impression. This is significant because it would prevent the other party in your business meeting or negotiation from stealing your design or stealing the overall impression of your design, eg based on the lines, contours, colours, shape, texture and materials.
Whilst registration can provide you with strong protection, it is not the only way to protect your design before going into a business meeting or negotiation. You should not be complacent about divulging a lot of information about your design just because it is registered. See Q&A 6 on how much you should reveal about your design, and see Q&A 31 and following on how to protect your business information generally.
Even if you do not register your design, it will still be automatically protected as an A design that has not been registered. Unregistered designs give the creator of the design an ability to prevent others from legally making products from that design for 10 to 15 years. right. However, this is a more limited right because it only protects against unauthorised copying, and does not prevent other people creating similar designs independently.
See Identifying design rights in business situations for more on protecting your designs and see Step-by-step guide to applying for UK design registration online, Step-by-step guide to filling in the UK design registration form, and Step-by-step guide to applying for EU design registration online for guidance on applying for design registrations in the United Kingdom of Great Britain and Northern Ireland and The European Union. You can also purchase these guides as part of the Protecting IP and confidential information toolkit.
You will automatically own A legal protection which gives people who create literary, musical, artistic or certain other types of work the exclusive right to use the work, meaning that others cannot generally use it without the owner's permission. in a wide range of works you create, which gives you the exclusive right to use your work and which makes it unlawful for other people to use it without first obtaining your permission (and often paying you a fee in order to do so). A legal protection which gives people who create literary, musical, artistic or certain other types of work the exclusive right to use the work, meaning that others cannot generally use it without the owner's permission. arises in original literary, dramatic, musical and artistic works as well as broadcasts, films, sound recordings and typographical arrangements.
You cannot register for A legal protection which gives people who create literary, musical, artistic or certain other types of work the exclusive right to use the work, meaning that others cannot generally use it without the owner's permission. (in the same was as you can, eg, register a A distinctive sign used by a business to distinguish its goods and/or services from those sold by another business.) because you do not need to: A legal protection which gives people who create literary, musical, artistic or certain other types of work the exclusive right to use the work, meaning that others cannot generally use it without the owner's permission. arises automatically. Therefore, you do not need to take any formal steps to protect your work if your business is based on one of the above pieces of work; all you need to do is produce the work and keep a paper trail of evidence proving that you are the original author.
Given there is no formal registration procedure, it is therefore a good idea to make sure that it is as clear as possible that A legal protection which gives people who create literary, musical, artistic or certain other types of work the exclusive right to use the work, meaning that others cannot generally use it without the owner's permission. in the work belongs to you. This will put people on notice that the work cannot be used without your permission, and can also make the consequences of any infringement more serious. This can be done, where practicable, by stating prominently on the work that you own the A legal protection which gives people who create literary, musical, artistic or certain other types of work the exclusive right to use the work, meaning that others cannot generally use it without the owner's permission. in it, together with the year in which your ownership arose. If your work is written down or otherwise recorded on paper rather than stored electronically, it can also help to send copies of it to trustworthy sources, such as your solicitor or even to yourself via a date-stamped delivery service, in order to be able to prove in the future that your work existed at a particular point in time.
Being a A legal protection which gives people who create literary, musical, artistic or certain other types of work the exclusive right to use the work, meaning that others cannot generally use it without the owner's permission. owner gives you the exclusive right to do certain acts with your work, such as copying the work and issuing copies to the public. Crucially, this means that if your work is A literary, musical, dramatic or other work which has copyright is copyrighted. Copyright arises automatically when certain types of works are created; the person who created the work does not need to do anything for a work to become copyrighted. before you go into a business meeting or negotiation, the other party cannot copy it without your consent.
For more on A legal protection which gives people who create literary, musical, artistic or certain other types of work the exclusive right to use the work, meaning that others cannot generally use it without the owner's permission. protection see Identifying copyright in business situations.
Whilst A legal protection which gives people who create literary, musical, artistic or certain other types of work the exclusive right to use the work, meaning that others cannot generally use it without the owner's permission. can provide you with strong protection, it is not the only way to protect your creative work before going into a business meeting or negotiation. You should not be complacent about divulging a lot of information about your creative work just because it is A literary, musical, dramatic or other work which has copyright is copyrighted. Copyright arises automatically when certain types of works are created; the person who created the work does not need to do anything for a work to become copyrighted.. See Q&A 11 on how much you should reveal about your creative work, and see Q&A 31 and following on how to protect your business information generally.
Your starting point before going into a meeting or negotiation should generally be to only reveal as little information as is necessary to convey what your business delivers. The more you reveal, the greater chance of the party you are talking to stealing your A product of human creativity such as copyrights, trademarks, patents and designs..
You should consider whether the A distinctive sign used by a business to distinguish its goods and/or services from those sold by another business. or design has been registered (see Q&A 7), whether you have signed an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). (see Q&A 8) and the parties you are talking to (see Q&A 9).
If your A distinctive sign used by a business to distinguish its goods and/or services from those sold by another business. or design is protected through registration, you will generally have the exclusive right over its use and you can take legal action should the other party in the business meeting or negotiation try to steal it. On the other hand, if your A distinctive sign used by a business to distinguish its goods and/or services from those sold by another business. or design has not been protected yet, you need to be particularly careful about what you say because you are more vulnerable to it being stolen if you reveal it in the business meeting or negotiation.
See Q&A 2 for how you can register your A distinctive sign used by a business to distinguish its goods and/or services from those sold by another business. and Q&A 4 for how you can register your design.
If the person you are meeting or negotiating with in relation to your A distinctive sign used by a business to distinguish its goods and/or services from those sold by another business. or design has signed a properly drafted An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). in your favour, that person is under a legal obligation to keep information on the A distinctive sign used by a business to distinguish its goods and/or services from those sold by another business. confidential. Therefore, you might be prepared to reveal more if you have an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). in place.
See Q&A 32 and following for more information on putting in place an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). . You can find a template An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). at Non-disclosure agreement (NDA).
However, you should not become complacent with how much information you reveal just because an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). has been signed. It is always better to not reveal the information in the first place rather than relying on a legal document to enforce confidentiality.
If you are pitching to potential investors or business partners, they will generally demand to know more specific details about your business than, for example, a job applicant that you are interviewing. In fact, some investors may refuse to invest if you do not A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. your A product of human creativity such as copyrights, trademarks, patents and designs., including Distinctive signs used by businesses to distinguish their goods and/or services from those sold by other businesses.. However, you also need to bear in mind that a potential business investor or partner is in a much stronger position to steal your work and mass produce it or implement it. As a result, you should always conduct some research on the investor/business that you are meeting with beforehand, and ask yourself questions such as:
What is their background and portfolio?
Which businesses did they invest in previously?
Are they working with competitors of yours?
Do they have a genuine reason for doing business with you?
What is their reputation and have other businesses complained and brought cases against them?
If your business idea is an invention and you have not Protected by a patent - a legal protection giving its owner an exclusive right to produce a certain invention for a certain period of time (currently 20 years). it yet, you should not reveal any information about it in business meetings or negotiations. This is because if you disclose enough information about the invention to allow a person skilled in that area to put the invention into effect, the invention is no longer 'new' and you cannot A legal protection giving an exclusive right to produce a certain invention for a certain period of time (currently 20 years) to its owner. it, unless:
the disclosure occurred in The disclosure or use of confidential information; or the improper obtaining of confidential material; or in some circumstances, the retention of information obtained in confidence. If there is a breach of confidence, the person who breached (broke) confidence may be sued. or at an An international fair for inventions. If an invention has not been patented yet, the inventor should contact the organiser of the exhibition and ask if it is a recognised exhibition before displaying his invention there.; and
you file for a A legal protection giving an exclusive right to produce a certain invention for a certain period of time (currently 20 years) to its owner. within six months of the disclosure.
Therefore, if you do want to reveal information about a non-Protected by a patent - a legal protection giving its owner an exclusive right to produce a certain invention for a certain period of time (currently 20 years). invention at a meeting or during negotiations, you should ask the intended recipients to sign an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). beforehand to ensure that the meeting is confidential (see Q&A 32 and following for how to put an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). in place), and you also need to be certain that you will file for a A legal protection giving an exclusive right to produce a certain invention for a certain period of time (currently 20 years) to its owner. within six months of the meeting. If you disclose your invention at a meeting or during negotiations to someone who is skilled in that area, and who could put that invention into effect, and then do not file for a A legal protection giving an exclusive right to produce a certain invention for a certain period of time (currently 20 years) to its owner. within six months, you lose the right to ever A legal protection giving an exclusive right to produce a certain invention for a certain period of time (currently 20 years) to its owner. your own invention, which will potentially undermine your business plan.
Your starting point before going into a business meeting or negotiation should generally be to only reveal as little information as is necessary to convey what your business delivers. The more you reveal, the greater chance of the party you are talking to stealing your creative work.
As well as considered whether your work is actually protected by A legal protection which gives people who create literary, musical, artistic or certain other types of work the exclusive right to use the work, meaning that others cannot generally use it without the owner's permission. (see Q&A 12), you should also consider whether you have signed an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). (see Q&A 13) and the parties you are talking to (see Q&A 14).
If your creative work is protected through A legal protection which gives people who create literary, musical, artistic or certain other types of work the exclusive right to use the work, meaning that others cannot generally use it without the owner's permission., you will generally have the exclusive right over its use and you can take legal action should the other party in the business meeting or negotiation try to steal it.
You can have A legal protection which gives people who create literary, musical, artistic or certain other types of work the exclusive right to use the work, meaning that others cannot generally use it without the owner's permission. in a broad range of different types of work (eg written work, artistic works including drawings, photos and plans and computer code), and this right will arise automatically. Given there is no formal registration procedure, it is therefore a good idea to make sure that it is as clear as possible that A legal protection which gives people who create literary, musical, artistic or certain other types of work the exclusive right to use the work, meaning that others cannot generally use it without the owner's permission. in the work belongs to you. This will put people on notice that the work cannot be used without your permission, and can also make the consequences of any infringement more serious. This can be done, where practicable, by stating prominently on the work that you own the A legal protection which gives people who create literary, musical, artistic or certain other types of work the exclusive right to use the work, meaning that others cannot generally use it without the owner's permission. in it, together with the year in which your ownership arose.
If your work is written down or otherwise recorded on paper rather than stored electronically, it can also help to send copies of it to trustworthy sources, such as your solicitor or even to yourself via a date-stamped delivery service, in order to be able to prove in the future that your work existed at a particular point in time.
On the other hand, if you have not taken the steps above, you need to be particularly careful about what you say because you are more vulnerable to your work being stolen if you reveal it in the business meeting or during negotiations.
If the person you are meeting or negotiating with in relation to your creative work has signed a properly drafted An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). in your favour, that person is under a legal obligation to keep information on the creative work confidential. Therefore, you might be prepared to reveal more if you have a An agreement between parties to not disclose any confidential information except where permitted under the terms of the agreement. A non-disclosure agreement can be either one-way (only one party agrees to not disclose confidential information) or mutual (all parties to the agreement agree to not disclose confidential information). Also known as an NDA.in place.
See Q&A 32 and following for more information on putting in place an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). .
However, you should not become complacent with how much information you reveal just because an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). has been signed. It is always better to not reveal the information in the first place rather than relying on a legal document to enforce confidentiality.
If you are pitching to potential investors or business partners, they will generally demand to know more specific details about your business than, for example, a job applicant that you are interviewing. In fact, some investors may refuse to invest if you do not A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. your creative work. However, you also need to bear in mind that a potential business investor or partner is in a much stronger position to steal your work and mass produce it or implement it. As a result, you should always conduct some research on the investor/business that you are meeting with beforehand, and ask yourself questions, such as:
What is their background and portfolio?
Which businesses did they invest in previously?
Are they working with competitors of yours?
Do they have a genuine reason for doing business with you?
What is their reputation and have other businesses complained and brought cases against them?
Yes. You can find a template An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). at Non-disclosure agreement (NDA).
One of the main advantages of collaborating with another business (referred to in this section as a A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture. and also known as a A business collaboration between two or more parties which typically takes the form either of an agreement or a company in which the parties invest as shareholders. Also referred to as a business collaboration. ) is that it enables businesses to pool together assets, including A product of human creativity such as copyrights, trademarks, patents and designs., to achieve a particular goal. For example, if your business has a very strong brand and another business has a A legal protection giving an exclusive right to produce a certain invention for a certain period of time (currently 20 years) to its owner. for a highly marketable invention, you might want to enter into a A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture. and A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. these rights with each other.
See Preparing your business before collaborating with another for detailed guidance on business collaborations.
You should however be careful and protective of your A product of human creativity such as copyrights, trademarks, patents and designs. during pre-contractual negotiations and discussions on business collaborations, and consider the use of Agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. A non-disclosure agreement can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). Also known as NDAs.. See Q&A 32 and following for more on Agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. A non-disclosure agreement can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). Also known as NDAs.. See Q&A 16 for other A product of human creativity such as copyrights, trademarks, patents and designs. things to consider.
It is vital that you consider how A product of human creativity such as copyrights, trademarks, patents and designs. will be dealt with before entering into a A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture.. In particular, you need to take the following steps:
assess the other business's A product of human creativity such as copyrights, trademarks, patents and designs. before entering into a A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture. with them. See Q&A 17 and following for more information;
arrange a plan for what is to happen to the existing A product of human creativity such as copyrights, trademarks, patents and designs. that you and the other business own, including whether and how each of you will be allowed to use the other's existing Intellectual Property. Unique products of human intelligence and creation, such as copyrights, patents and designs.. See Q&A 21 and following for more information;
arrange a plan for what is to happen to the new A product of human creativity such as copyrights, trademarks, patents and designs. which is created in the course of the A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture.. See Q&A 26 for more information;
arrange a plan for what is to happen to A product of human creativity such as copyrights, trademarks, patents and designs. if the A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture. ends or if a party to the A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture. leaves. See Q&A 28 for more information.
You can also use Checklist - protecting business ideas before starting a collaboration to ensure everything is covered.
Checking another business' A product of human creativity such as copyrights, trademarks, patents and designs. is also referred to as an A product of human creativity such as copyrights, trademarks, patents and designs. due diligence process.
An A product of human creativity such as copyrights, trademarks, patents and designs. A detailed investigation of a business, or aspects of a business, relevant to negotiations between parties, which is carried out by one or more parties to the discussions before legally committing themselves to a transaction or contractprocess is complicated and you should seek the help of a lawyer in order to carry out a thorough A detailed investigation of a business, or aspects of a business, relevant to negotiations between parties, which is carried out by one or more parties to the discussions before legally committing themselves to a transaction or contractprocess. (For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.) However, it is useful to be aware of what the process involves.
In summary, you can check the strength of another business's A product of human creativity such as copyrights, trademarks, patents and designs. by:
checking whether the A product of human creativity such as copyrights, trademarks, patents and designs. is protected and still in force. Legal protection giving an exclusive right to produce a certain invention for a certain period of time (currently 20 years) to its owner., Distinctive signs used by businesses to distinguish their goods and/or services from those sold by other businesses. and designs can be protected by registration, which prevents others from stealing or copying designs, work or inventions. See Q&A 18 for further information. Checking A legal protection which gives people who create literary, musical, artistic or certain other types of work the exclusive right to use the work, meaning that others cannot generally use it without the owner's permission. in, eg, books, music or computer programs is more difficult, as there is no A legal protection which gives people who create literary, musical, artistic or certain other types of work the exclusive right to use the work, meaning that others cannot generally use it without the owner's permission. register. See Q&A 19 for more information;
investigating the scope of the A product of human creativity such as copyrights, trademarks, patents and designs. (for example, if there is a A legal protection giving an exclusive right to produce a certain invention for a certain period of time (currently 20 years) to its owner. , what exactly has been Protected by a patent - a legal protection giving its owner an exclusive right to produce a certain invention for a certain period of time (currently 20 years)., and to what extent does it exclude the rest of the market?);
investigating whether the A product of human creativity such as copyrights, trademarks, patents and designs. has any other restrictions or limitations (for example, if it has been licensed to a A person who is not directly involved in an existing relationship, transaction or dispute; for example, someone who is not a named party in a contract.);
checking whether there is any pending litigation which might undermine the A product of human creativity such as copyrights, trademarks, patents and designs..
The business with whom you are entering into the A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture. should have the relevant documentation proving A product of human creativity such as copyrights, trademarks, patents and designs. registration, but this information is also readily available online.
Legal protection giving an exclusive right to produce a certain invention for a certain period of time (currently 20 years) to its owner.
To check if a business has Protected by a patent - a legal protection giving its owner an exclusive right to produce a certain invention for a certain period of time (currently 20 years). an invention, you can search the various patent databases. In particular, Espacenet provides a bank of Legal protection giving an exclusive right to produce a certain invention for a certain period of time (currently 20 years) to its owner. which have already been registered. If the business has only recently made a The formal process of applying for patent protection from an intellectual property office. and has not completed registration yet, search the patents journal, which provides a list of pending applications. For more information on searching for Legal protection giving an exclusive right to produce a certain invention for a certain period of time (currently 20 years) to its owner., see Searching for patents and patent applications.
Distinctive signs used by businesses to distinguish their goods and/or services from those sold by other businesses.
To check if a sign has been Protected by a trade mark - a distinctive sign used by a business to distinguish its goods and/or services from those sold by another business., you can search the Intellectual Property Office Trade mark register. This can be done using either the A distinctive sign used by a business to distinguish its goods and/or services from those sold by another business. number, the name of the owner, or a keyword, phrase or image. To track the progress of a A distinctive sign used by a business to distinguish its goods and/or services from those sold by another business. application or to be informed about any updates relating to a particular A distinctive sign used by a business to distinguish its goods and/or services from those sold by another business., you should use the Intellectual Property Office Tracking service. For more information on searching for The process of registering a trade mark on one of the trade mark registers, such as the UK Intellectual Property Office. , see Searching for registered trade marks that apply in the UK.
A legal protection over the design of the shape or configuration of something (eg computer-generated designs). It gives people who create designs the exclusive right to reproduce and use the design for commercial purposes, meaning that others cannot generally use it without the owner's permission.
To check if a design has been registered, use the Intellectual Property Office Design search. You can search using the design owner's name or the design number. For more information on searching for Designs which have been registered with public authorities. Registering designs gives you a longer period during which you can prevent competitors from producing knock-off products from the same design as compared to an unregistered design, and makes any legal action that you have to tkae against such competitors easier than it is to do so where you have only an unregistered design right., see Searching for registered designs and design applications.
If the business' A product of human creativity such as copyrights, trademarks, patents and designs. is material that can be protected by A legal protection which gives people who create literary, musical, artistic or certain other types of work the exclusive right to use the work, meaning that others cannot generally use it without the owner's permission. (eg computer software or apps), it is not as simple to determine whether they have A legal protection which gives people who create literary, musical, artistic or certain other types of work the exclusive right to use the work, meaning that others cannot generally use it without the owner's permission. because there is no register of A legal protection which gives people who create literary, musical, artistic or certain other types of work the exclusive right to use the work, meaning that others cannot generally use it without the owner's permission. works. A legal protection which gives people who create literary, musical, artistic or certain other types of work the exclusive right to use the work, meaning that others cannot generally use it without the owner's permission. arises automatically in original literary, dramatic, musical and artistic works as well as broadcasts, films and sound recordings. For more on A legal protection which gives people who create literary, musical, artistic or certain other types of work the exclusive right to use the work, meaning that others cannot generally use it without the owner's permission. and how it is established, see Identifying copyright in business situations.
Yes, to ensure you both agree on the principle of how you will both deal with A product of human creativity such as copyrights, trademarks, patents and designs. (see Q&A 16) and other key points.
When you are entering into commercial negotiations with another party, it is good practice to set out the key terms that will form the basis of your discussions in a document called a A letter of intent, also referred to as heads of agreement, heads of terms or memorandum of understanding, is typically not legally binding (with possible exceptions sometimes, such as exclusivity and confidentiality), will be signed or agreed by two or more parties, and will set out, often in brief, key commercial points which form the basis for negotiations between the parties and a timescale for entering into a legally binding agreement. (also referred to as a A memorandum of understanding, also referred to as a letter of intent, heads of agreement or heads of terms, is typically not legally binding (with possible exceptions sometimes, such as exclusivity and confidentiality), will be signed or agreed by two or more parties, and will set out, often in brief, key commercial points which form the basis for negotiations between the parties and a timescale for entering into a legally binding agreement. , Heads of agreement, also referred to as a letter of intent, heads of terms or memorandum of understanding, is typically not legally binding (with possible exceptions sometimes, such as exclusivity and confidentiality), will be signed or agreed by two or more parties, and will set out, often in brief, key commercial points which form the basis for negotiations between the parties and a timescale for entering into a legally binding agreement. or Heads of terms, also referred to as a letter of intent, heads of agreement or memorandum of understanding, is typically not legally binding (with possible exceptions sometimes, such as exclusivity and confidentiality), will be signed or agreed by two or more parties, and will set out, often in brief, key commercial points which form the basis for negotiations between the parties and a timescale for entering into a legally binding agreement. ). Although not usually legally binding a A letter of intent, also referred to as heads of agreement, heads of terms or memorandum of understanding, is typically not legally binding (with possible exceptions sometimes, such as exclusivity and confidentiality), will be signed or agreed by two or more parties, and will set out, often in brief, key commercial points which form the basis for negotiations between the parties and a timescale for entering into a legally binding agreement. should help to flush out whether there are any key commercial points which you are unable to agree.
Ultimately, the An agreement between two or more businesses who wish to enter into a contractual business collaboration. The agreement will specify the scope and terms of the collaboration. or For the purposes of this service, an agreement entered into by two or more parties in order to establish a separate vehicle (a joint venture company or JVC) specifically for the purposes of their business collaboration. The agreement will set out how the JVC is to be run and how its assets, profits and liabilities will be shared between the parties. The parties will also typically agree a bespoke set of articles of association for the JVC. you enter into with the other parties will determine legally what is to happen to any A product of human creativity such as copyrights, trademarks, patents and designs..
See Signing a letter of intent for detailed guidance on letters of intent and Letter of intent for a template letter. You can also purchase this document as part of the Business collaborations toolkit, which will guide you through the process and to the most appropriate document at each stage.
Before you enter into a A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture., you will need to decide how existing A product of human creativity such as copyrights, trademarks, patents and designs. rights will be split and whether they will be:
given by your business to the other business or businesses you are partnering with;
given by the other businesses to you; or
given by you and the other businesses to a Also known as a JVC, a company set up and jointly owned by two or more businesses specifically for the purposes of a business collaboration. Typically, the businesses will regulate their relationship by entering into a joint venture agreement and agreeing a bespoke set of articles of association for the company. (Also known as a joint venture company, a company set up and jointly owned by two or more businesses specifically for the purposes of a business collaboration. Typically, the businesses will regulate their relationship by entering into a joint venture agreement and agreeing a bespoke set of articles of association for the company.) if one is to be set up to own and operate your A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture..
You should give careful consideration to how A product of human creativity such as copyrights, trademarks, patents and designs. rights are split.
You should give the other businesses, or if applicable the Also known as a joint venture company, a company set up and jointly owned by two or more businesses specifically for the purposes of a business collaboration. Typically, the businesses will regulate their relationship by entering into a joint venture agreement and agreeing a bespoke set of articles of association for the company., the A product of human creativity such as copyrights, trademarks, patents and designs. rights you own which are necessary for the A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture. to succeed.
However, you should also ensure that any A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture. you enter into does not (or does not have the potential to) restrict competition in the market by, for example, fixing purchasing or selling prices. You should get legal advice if unsure of your position. For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.
See Q&A 22 and following for how to transfer your A product of human creativity such as copyrights, trademarks, patents and designs. as part of a A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture..
Once you have decided which A product of human creativity such as copyrights, trademarks, patents and designs. rights to transfer, you need to decide how they will be transferred. There are two main ways to transfer A product of human creativity such as copyrights, trademarks, patents and designs. rights:
Assignment involves a complete change of ownership in the A product of human creativity such as copyrights, trademarks, patents and designs.; if you assign A product of human creativity such as copyrights, trademarks, patents and designs. rights to another business in the A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture. or, if one is to be set up, the Also known as a JVC, a company set up and jointly owned by two or more businesses specifically for the purposes of a business collaboration. Typically, the businesses will regulate their relationship by entering into a joint venture agreement and agreeing a bespoke set of articles of association for the company., you are transferring ownership of the A product of human creativity such as copyrights, trademarks, patents and designs. for good.
Licensing involves you allowing a A person who is not directly involved in an existing relationship, transaction or dispute; for example, someone who is not a named party in a contract. to do certain acts with the A product of human creativity such as copyrights, trademarks, patents and designs. which they would not have been able to do otherwise, but you retain ultimate ownership of the A product of human creativity such as copyrights, trademarks, patents and designs.. You can limit a licence, for example by stipulating that it only applies for a certain amount of time, or by restricting use of A product of human creativity such as copyrights, trademarks, patents and designs. under the licence to a certain geographical area (see Q&A 25 for more information).
It is more common to licence A product of human creativity such as copyrights, trademarks, patents and designs. rights than to assign them in business collaborations. This is because owners of A product of human creativity such as copyrights, trademarks, patents and designs. rights typically want to retain ownership: if you assign your A product of human creativity such as copyrights, trademarks, patents and designs. to another business, or if one is to be set up the Also known as a JVC, a company set up and jointly owned by two or more businesses specifically for the purposes of a business collaboration. Typically, the businesses will regulate their relationship by entering into a joint venture agreement and agreeing a bespoke set of articles of association for the company., and then it fails, your A product of human creativity such as copyrights, trademarks, patents and designs. will be lost for good. On the other hand, if you merely licence your A product of human creativity such as copyrights, trademarks, patents and designs., you remain in ultimate control and have the flexibility to stipulate how the A product of human creativity such as copyrights, trademarks, patents and designs. is used and when it needs to be returned.
Yes, it can. Assuming you do decide to licence the A product of human creativity such as copyrights, trademarks, patents and designs. rights, you then need to decide the scope of such licence, ie, what it will cover. In particular, you should consider the following:
The length of the licence
For example, if you licence A product of human creativity such as copyrights, trademarks, patents and designs. rights to another business, will the licence last only until the A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture. ends, or will it continue even after the A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture. ends?
The geographical scope of the licence
For example, if you licence A product of human creativity such as copyrights, trademarks, patents and designs. rights to another business, can they be used anywhere in the world, or are they restricted to a certain area?
Whether there are any restrictions on how the licence can be used
For example, you may want to license A product of human creativity such as copyrights, trademarks, patents and designs. rights to another business, on the condition that it does not use them to compete with you. This is sometimes referred to as a 'A term in a staff contract forbidding them from competing with their employer's business, either by working for a competitor or setting up their own business.', and can be used to prevent other businesses competing with you once a A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture. ends. Any A term in a staff contract forbidding them from competing with their employer's business, either by working for a competitor or setting up their own business. should be reasonable in the circumstances and should specify on exactly what grounds the other party is not allowed to compete with you and the duration of the restriction.
If you do not agree otherwise, ownership of A product of human creativity such as copyrights, trademarks, patents and designs. will belong to whoever created the work the A product of human creativity such as copyrights, trademarks, patents and designs. attaches to (eg the pictures, designs or codes etc). If an An individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. develops A product of human creativity such as copyrights, trademarks, patents and designs. in the course of their employment, their A person or business hiring one or more staff members. owns that A product of human creativity such as copyrights, trademarks, patents and designs..
This means that if, for example, your own An individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. develops an invention for the A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture., you will have the right to A legal protection giving an exclusive right to produce a certain invention for a certain period of time (currently 20 years) to its owner. the invention, as A person or business hiring one or more staff members.. See Employees and patents for more information. On the other hand, if the A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture. you are part of is a separate A private company limited by shares incorporated and registered in England and Wales. and an An individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. of the A private company limited by shares incorporated and registered in England and Wales. develops an invention, the A private company limited by shares incorporated and registered in England and Wales. will have the right to A legal protection giving an exclusive right to produce a certain invention for a certain period of time (currently 20 years) to its owner. the invention.
However, it is possible to make other arrangements in relation to A product of human creativity such as copyrights, trademarks, patents and designs. created by Individuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work.. For example, you can specify that ownership of A product of human creativity such as copyrights, trademarks, patents and designs. created in the course of the A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture. belongs to one A private company limited by shares incorporated and registered in England and Wales. in particular (for example, your business), or you can arrange that A product of human creativity such as copyrights, trademarks, patents and designs. rights belong jointly to the Private companies limited by shares incorporated and registered in England and Wales. involved (co-ownership. See Q&A 27 for more information on co-ownership).
You can A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. ownership of any A product of human creativity such as copyrights, trademarks, patents and designs. with other parties to a A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture.. If you choose to do this, you should be aware of the restrictions this might bring. You cannot always act on your own without the consent of the other owners. For example, where there is co-ownership of a A legal protection giving an exclusive right to produce a certain invention for a certain period of time (currently 20 years) to its owner. you cannot amend the specification of the A legal protection giving an exclusive right to produce a certain invention for a certain period of time (currently 20 years) to its owner. , grant a licence for the A legal protection giving an exclusive right to produce a certain invention for a certain period of time (currently 20 years) to its owner. , or assign the A legal protection giving an exclusive right to produce a certain invention for a certain period of time (currently 20 years) to its owner. without the consent of the other owners. Likewise, where there is A legal protection which gives people who create literary, musical, artistic or certain other types of work the exclusive right to use the work, meaning that others cannot generally use it without the owner's permission. co-ownership, you cannot reproduce the work, or grant licences for others to reproduce it, without the consent of the other co-owners.
As a result of these difficulties with co-ownership, it may be preferable in a An agreement between two or more businesses who wish to enter into a contractual business collaboration. The agreement will specify the scope and terms of the collaboration. or For the purposes of this service, an agreement entered into by two or more parties in order to establish a separate vehicle (a joint venture company or JVC) specifically for the purposes of their business collaboration. The agreement will set out how the JVC is to be run and how its assets, profits and liabilities will be shared between the parties. The parties will also typically agree a bespoke set of articles of association for the JVC. to specify that it belongs to whoever developed it. Whilst this merely confirms what the legal position is anyway, it is good practice to expressly state it for the sake of certainty and clarity.
The A product of human creativity such as copyrights, trademarks, patents and designs. rights can then be licensed from the owner to the other A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture. parties.
Your An agreement between two or more businesses who wish to enter into a contractual business collaboration. The agreement will specify the scope and terms of the collaboration. or For the purposes of this service, an agreement entered into by two or more parties in order to establish a separate vehicle (a joint venture company or JVC) specifically for the purposes of their business collaboration. The agreement will set out how the JVC is to be run and how its assets, profits and liabilities will be shared between the parties. The parties will also typically agree a bespoke set of articles of association for the JVC. should state clearly what is to happen to any A product of human creativity such as copyrights, trademarks, patents and designs. being used once the A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture. ends or if one party leaves. This includes dealing with the A product of human creativity such as copyrights, trademarks, patents and designs. licensed by the businesses involved (eg your business) and, if a Also known as a JVC, a company set up and jointly owned by two or more businesses specifically for the purposes of a business collaboration. Typically, the businesses will regulate their relationship by entering into a joint venture agreement and agreeing a bespoke set of articles of association for the company. has been set up, dealing with the A product of human creativity such as copyrights, trademarks, patents and designs. actually owned by this A private company limited by shares incorporated and registered in England and Wales. .
What happens to this A product of human creativity such as copyrights, trademarks, patents and designs. is largely dependent on the way in which the agreement ends or the reason a party decides to leave.
For example, it is common to specify that if one party has Violation of a legal or moral obligation. the terms of the A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture., or has to leave because it has become Unable to pay debts as they become due., it will lose all of the A product of human creativity such as copyrights, trademarks, patents and designs. rights it has been granted and will lose its right to any further A product of human creativity such as copyrights, trademarks, patents and designs. rights.
Deciding what happens to A product of human creativity such as copyrights, trademarks, patents and designs. rights upon the termination of a A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture. is also linked to how you deal with A product of human creativity such as copyrights, trademarks, patents and designs. rights in the first place. If you licence an A product of human creativity such as copyrights, trademarks, patents and designs. right (see Q&A 24), you retain ultimate ownership and you can limit the length of the licence, for example by specifying that it will only last as long as the A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture. lasts. On the other hand, if you assign an A product of human creativity such as copyrights, trademarks, patents and designs. right (see Q&A 23), ownership is transferred completely and if the A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture. fails, the A product of human creativity such as copyrights, trademarks, patents and designs. right is lost with it. Considerations about the termination of a A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture. should therefore impact the way in which you deal with A product of human creativity such as copyrights, trademarks, patents and designs. rights in the first place – see Q&A 22 for more on this.
This depends on what agreement you make with any purchaser, and especially whether you decide to sell your Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. in the business or just its assets. For more information on the different ways of selling a business, see How to sell a business.
If you sell all of the Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. in your business, the A product of human creativity such as copyrights, trademarks, patents and designs. rights will automatically transfer to the purchaser – this means that you will completely lose ownership of your A product of human creativity such as copyrights, trademarks, patents and designs..
On the other hand, if you sell your business assets, all of your A product of human creativity such as copyrights, trademarks, patents and designs. rights will not automatically transfer to the purchaser – you will be able to agree with the purchaser which A product of human creativity such as copyrights, trademarks, patents and designs. rights will be transferred to them.
When conducting the sale of your business, you should consider entering into a A memorandum of understanding, also referred to as a letter of intent, heads of agreement or heads of terms, is typically not legally binding (with possible exceptions sometimes, such as exclusivity and confidentiality), will be signed or agreed by two or more parties, and will set out, often in brief, key commercial points which form the basis for negotiations between the parties and a timescale for entering into a legally binding agreement. with the potential purchaser before a formal agreement is made. This is a brief, non-legally binding document which summarises the basic principles that you have agreed.
A A memorandum of understanding, also referred to as a letter of intent, heads of agreement or heads of terms, is typically not legally binding (with possible exceptions sometimes, such as exclusivity and confidentiality), will be signed or agreed by two or more parties, and will set out, often in brief, key commercial points which form the basis for negotiations between the parties and a timescale for entering into a legally binding agreement. is useful to consolidate the progress made during negotiations and make it clear what both parties intend when the business is sold. However, it does not legally protect or decide what will happen to your A product of human creativity such as copyrights, trademarks, patents and designs.. Ultimately, the contract that you sign with the purchaser will decide how A product of human creativity such as copyrights, trademarks, patents and designs. is dealt with when you sell your business and the advice of a lawyer should be sought to help you decide what arrangement will be best for you. For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.
It is inevitable that in the course of a business meeting or commercial negotiations (eg entering into a A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture.) you will be disclosing information on your business.
Some of this information may relate to the A product of human creativity such as copyrights, trademarks, patents and designs. of your business which, depending on your business, could be a A distinctive sign used by a business to distinguish its goods and/or services from those sold by another business., invention, design or creative work. You can take specific steps to protect some A product of human creativity such as copyrights, trademarks, patents and designs. before disclosing it, although this is not always possible and, even where you can, you may not have time before the meeting or negotiations. See Q&A 2 and following and Q&A 6 and following for guidance on this.
Other business information you might want to disclose could include your business plan, accounts, other financial information, customers and suppliers, and information on your IT systems. This will not be capable of protection in the same way as A product of human creativity such as copyrights, trademarks, patents and designs. (see Q&A 2 and following).
There are two main ways in which you can protect this information:
do not disclose confidential or sensitive information during initial discussions but wait until later in the process, possibly at an advanced stage of discussions, if there is scope to do this (see Q&A 6 on how much to reveal about A product of human creativity such as copyrights, trademarks, patents and designs., which applies equally to other business information); and
ask those to whom you plan to disclose information to sign an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). before you disclose any information to them. If you do not have one in place and they misuse the information, it will be much more difficult to pursue them (see Q&A 32 and following on how an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). can help and how to put one in place). You can find a template An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). at Non-disclosure agreement (NDA).
You need to keep in mind the possibility that discussions, even if they reach an advanced stage, may not lead to any business being done or to the negotiations concluding in a deal. In either case, you will want to prevent the information being misused or somehow getting into the wrong hands such as a competitor.
An An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). is a legal agreement to prevent the misuse of confidential or sensitive information.
If someone to whom you plan to disclose information on your business signs an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). (also referred to as a An agreement between parties to not disclose any confidential information except where permitted under the terms of the agreement. A non-disclosure agreement can be either one-way (only one party agrees to not disclose confidential information) or mutual (all parties to the agreement agree to not disclose confidential information). Also known as an NDA.or confidentiality A promise to do or not do something, commonly contained in a contract.), that person will typically agree:
to keep the information you disclose confidential;
only to use the information for the purposes for which it was disclosed and not for any other purpose;
not to disclose the information to anyone else unless specifically allowed to do so under the An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). ; and
at your request to return to you or destroy any information handed over.
You can find a template An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). at Non-disclosure agreement (NDA). For guidance on when you should consider using an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). , see Q&A 33 and following. For guidance on the practical steps you should take before asking someone to sign an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). , see Q&A 35 and following.
See Q&A 45 for more detailed guidance on what provisions are typically included in an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). .
You should consider using an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). in any situation where you are planning to disclose information on your business to a A person who is not directly involved in an existing relationship, transaction or dispute; for example, someone who is not a named party in a contract.. An An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). should be signed before you disclose any information.
Most typically, this will be during the early stages of discussions or negotiations on a particular idea, project or transaction.
You should also consider using an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). when entering into discussions with prospective investors and lenders (see How to prepare in advance of raising money) and prospective buyers (see Protecting a business when looking to sell).
See Q&A 34 for the potential benefits to you of a signed An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). . You can find a template An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). at Non-disclosure agreement (NDA).
For guidance on the practical steps you should take before asking someone to sign an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). , see Q&A 35 and following.
NDAs are also commonly used in the context of employment, both when discussing your business with a potential An individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. or A person, in business for himself, who provides services to others. He may be an individual simply working under his own name, or may offer services through a company or partnership. Sometimes known as a freelancer or independent contractor., and when a member of Anybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. leaves your business. It is in this latter context in particular that the use of NDAs can prove more controversial (see Q&A 41).
The key reasons why you should ask for an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). to be signed before disclosing business information are:
a signed An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). sets out clearly the way in which any A person who is not directly involved in an existing relationship, transaction or dispute; for example, someone who is not a named party in a contract. should use the information you provide them;
a signed An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). operates as a deterrent to discourage misuse by the person who receives your information;
if the recipient misuses your information in A violation of a legal or moral obligation. of the An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). you will normally have a legal claim against them;
without an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). it will be much more difficult to bring a legal action in the event of misuse (see Q&A 48);
a signed An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). (particularly a mutual one) can help to establish a mutual bond of trust between you and any person with whom you are sharing information;
if you disclose information about a non-Protected by a patent - a legal protection giving its owner an exclusive right to produce a certain invention for a certain period of time (currently 20 years). invention, it will help prevent the invention ceasing to be patentable as a result of the disclosure (see Q&A 10 for more information); and
if you ask someone to sign an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). after you have disclosed information, they may refuse to sign or, even if they agree to do so, there may be a question mark about whether you can enforce the An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). (see Q&A 43).
NDAs are widely used in business but legal proceedings to enforce them are relatively unusual (see Q&A 48). For this reason, even if you have an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). in place, you should still be cautious about disclosing any particularly sensitive or confidential information.
Before presenting an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). to be signed, you should think about what information you are seeking to protect, whom you are dealing with and whether the An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). should be one-way or mutual.
What information you are looking to protect
You should think about the information you are looking to protect, so you can justify why an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). should be signed. For example, a person with whom you are negotiating is likely to have more understanding if you are looking to protect information on a novel invention rather than general financial information on your business. See Q&A 36 and Q&A 37 for more information on this.
If the information includes A product of human creativity such as copyrights, trademarks, patents and designs., you should take what steps you can to protect it before the meeting or negotiation – registration if you have a trademark, invention or design (see Q&A 2 and following), or careful recording in the case of any creative work (see Q&A 5).
Whom you are dealing with
Some businesses will refuse to sign an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). . See Q&A 38 for more details of when this might arise.
It may not always be appropriate for an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). to be signed, for example if you are interviewing someone for a relatively junior role and you do not have to reveal any confidential or sensitive information. This is in comparison with an interview for a senior position, for example chief technology In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches., or where you are negotiating a A business collaboration between two or more parties which typically takes the form either of an agreement or of a company in which the parties invest as shareholders. Also referred to as a joint venture., where you may need to disclose sensitive information.
In some cases, you may not know all the details (such as address or if a A private company limited by shares incorporated and registered in England and Wales. ) of the person you are dealing with. In these circumstances, you can use our template An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). (Non-disclosure agreement (NDA)) which allows you to leave the other party's details blank for them to fill in manually and then sign.
One-way or mutual An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information).
An An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). can be either one-way in your favour, with no or limited Promises to do or not do something, commonly contained in a contract. from you, or it can be mutual with both you and the person you are meeting or negotiating with giving the same Promises to do or not do something, commonly contained in a contract..
See Q&A 39 for more guidance on the difference between a one-way and mutual An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). and circumstances in which you should think about presenting a mutual An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). for both you and the recipient to sign.
The purpose of an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). is to protect business information you disclose in the course of a business meeting or negotiation.
In particular, you should be looking to protect the following information:
A product of human creativity such as copyrights, trademarks, patents and designs. which you have not registered (see Q&A 2 and following for the process of registration) although even for A product of human creativity such as copyrights, trademarks, patents and designs. you have registered the use of an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). will make the other party aware they are under an obligation to keep it confidential;
specifically, information on inventions which you have not Protected by a patent - a legal protection giving its owner an exclusive right to produce a certain invention for a certain period of time (currently 20 years). (see Q&A 10 for the benefit of an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). here);
other information which is confidential or sensitive such as your business plan, know-how, financial information and customer and supplier lists; and
details of the discussions between you and the person receiving information from you.
If there is any information you are particularly concerned to protect, such as details of an invention or a feature of your business model, you should exercise caution about disclosing such information in the first place and additionally consider specifically referring to it in any An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). you prepare.
A well drafted An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). will contain exclusions from the information protected to avoid later arguments that the An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). is too wide and therefore not enforceable (see Q&A 37).
Information typically excluded from protection under a well drafted An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). includes:
information which is already available to the public at large; or
information which was lawfully in the recipient's possession before being disclosed.
The reason for doing so is to avoid later arguments that the An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). is too wide and therefore not enforceable .
Both types of information are excluded in our template An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). at Non-disclosure agreement (NDA).
No.
Whether someone to whom you plan to disclose information at a meeting or during negotiations will agree to sign an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). depends on the particular circumstances of your meeting or negotiations and whom you are dealing with. You should think about this before presenting an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). .
Some businesses will refuse to sign an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). as a matter of principle. For example, if you are looking to raise money for your business by issuing Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. and plan to pitch to Persons who invest in companies'shares or lend money to companies via a crowdfund platform. There are three forms of funding enabled by a crowdfund platform: (1) where each crowdfunder becomes a direct shareholder in or lender to the company concerned; (2) where one crowdfunder leads the fund-raising, carries out due diligence and negotiates terms, and the other crowdfunders follow; (3) where the crowdfunders hold their shares or loans via a nominee company which is operated by the crowdfund platform., some Platforms which match companies with share investors or lenders via the internet. There are three forms of funding (crowdfunding) enabled by a crowdfund platform: (1) where every investor or lender becomes a direct shareholder in or lender to the company concerned; (2) where one investor or lender leads the fund-raising, carries out due diligence and negotiates terms, and the other investors or lenders (the crowd) follow; (3) where the investors hold their shares or lenders hold their loans via a nominee company which is operated by the platform. say on their websites that will they not sign NDAs (see How to prepare in advance of raising money).
Other businesses to whom you want to pitch may not want to engage with you if you ask them to sign an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). , taking the view that they would rather deal with someone who does not require this.
An An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). can be either one-way or mutual.
In our template Non-disclosure agreement (NDA), you can choose whether to create a one-way An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). or a mutual An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). . In a one-way An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). , most of the Promises to do or not do something, commonly contained in a contract. will be given to you by the person to whom you plan to disclose information. In a mutual An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). the Promises to do or not do something, commonly contained in a contract. will be given by you in relation to information of the other person's business, and by the other person in relation to information you disclose on your business.
If you are, for example, pitching to someone, you should give serious consideration to presenting a mutual An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). for the following reasons:
it shows you are thinking of their interests, as well as your own, in protecting their information;
a mutual An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). may help to persuade that person to sign an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). when they might otherwise be reluctant; and
it shows your willingness to commit to the same Promises to do or not do something, commonly contained in a contract. you are asking that person to give.
It may also be appropriate to present mutual NDAs for some interviews where you will be expecting the candidate to reveal confidential information to check their suitability – for example, if you are interviewing a A person, in business for himself, who provides services to others. He may be an individual simply working under his own name, or may offer services through a company or partnership. Sometimes known as a freelancer or independent contractor. to work in your business for a while.
Before disclosing information to anyone, even if they are prepared to sign an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). , you should think about that person's identity in order to satisfy yourself on the following:
is the person someone to whom you want to disclose information at all – for example, is it a competitor or potential competitor on a fishing expedition?
is the person likely to have the resources to meet a claim if it misuses information in A violation of a legal or moral obligation. of the An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). or should someone else also be party to stand behind it?
who controls the person and should they also be a party to the An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). ?
You should get advice from a legal expert if you think someone else should also be a party to the An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). . Only the person to whom you are planning to disclose information gives the Promises to do or not do something, commonly contained in a contract. in our template Non-disclosure agreement (NDA). For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.
Increasingly, the use of NDAs by Private companies limited by shares incorporated and registered in England and Wales. has attracted bad press in the British media, with suggestions that the government may legislate to 'ban' NDAs. It is important to understand that this discussion is focused on the use of NDAs by A people or businesses hiring one or more staff members. to gag former Individuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work., or to cover-up Unacceptable or improper behaviour. There been no call in the United Kingdom of Great Britain and Northern Ireland Parliament for a blanket ban on any use of NDAs. Indeed, when used properly, NDAs will always be an important legal tool for businesses to protect confidential or sensitive information.
Unless you are using an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). to cover-up potential Unacceptable or improper behaviour or to gag an individual from discussing or disclosing wrongdoing, there is no reputational risk for your business in using NDAs for genuine commercial purposes. Indeed, they remain one of the most common ways for businesses to protect their information during negotiations and meetings.
If you have disclosed information to someone and do not have an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). in place, it will be much more difficult to pursue that person for misusing the information already disclosed.
If you wish to prevent a recipient who has not signed an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). from misusing your information unlawfully, or if you wish to claim An sum of money ordered by a court to be paid to a person as compensation for loss or injury. from them for unlawful misuse, you will need to prove that the information was confidential and received under an obligation of secrecy.
In comparison, if you do have an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). in place and the person who receives information from you misuses it in A violation of a legal or moral obligation. of the An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). , you will have a legal claim against the recipient (see Q&A 34).
Yes you can but you should avoid doing so as disclosing information before an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). is signed could cause you two potential problems.
If the person to whom you have disclosed information will not sign, it will be more difficult for you to pursue that person for misusing the information (see Q&A 48) although you can refuse to disclose any more information.
Even if the recipient will sign, you may have difficulty enforcing the An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). , especially with regard to information you have already disclosed. In these circumstances you should pay a small sum to the recipient (such as £5) and refer to this in the An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). . The template An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). at Non-disclosure agreement (NDA) assumes that no information will be disclosed before they are signed, and therefore do not refer to any payment.
This will depend on the sensitivity of the information you are looking to protect and the importance to your business of the meeting or negotiations. You will need to balance the potential benefits to your business of disclosing information versus the risks to your business of not having an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). in place.
You may decide that it is too big a risk without an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). in place and not proceed any further with discussions.
Alternatively, you may decide to go ahead with the meeting or negotiation but perhaps hold back some of the more sensitive information until you are comfortable with the person you are dealing with. For an initial meeting, for example, you may be able to limit what you disclose and be able to live for the time being without an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). .
You should be aware that some institutions do not sign NDAs as a matter of policy – for example, Platforms which match companies with share investors or lenders via the internet. There are three forms of funding (crowdfunding) enabled by a crowdfund platform: (1) where every investor or lender becomes a direct shareholder in or lender to the company concerned; (2) where one investor or lender leads the fund-raising, carries out due diligence and negotiates terms, and the other investors or lenders (the crowd) follow; (3) where the investors hold their shares or lenders hold their loans via a nominee company which is operated by the platform. (see Choosing and approaching new share investors).
A well drafted An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). will typically include the following provisions:
a clear definition of your business information which is being protected (see Q&A 36 and Q&A 37);
agreement from the person receiving your information:
only to use it for the specific purpose of your disclosure and not for any other reason;
to keep it private and confidential and not to disclose it except as permitted under the An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). , so that you control who else will have access to the information;
to keep confidential details of the discussions between the two of you;
to return or destroy the information on demand; and
if there is to be a time-limit on the An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). , what this should be (see Q&A 47).
Our template Non-disclosure agreement (NDA) contains these provisions. If you choose to create a one-way An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). , you also agree to keep details of the discussions confidential in order to present a more balanced An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). for signature.
Less common but sometimes included in an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). are Promises to do or not do something, commonly contained in a contract. from the recipient not to entice Anybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. or customers away from the business being protected. See Q&A 46 for more guidance on these Promises to do or not do something, commonly contained in a contract., which you will not find in our An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). template.
The purpose of including such Promises to do or not do something, commonly contained in a contract. in an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). is to guard against the possibility that discussions abort between you and the person who receives your information, and the recipient subsequently tries to solicit your Anybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. or customers, or seeks to persuade customers not do business with you.
Promises to do or not do something, commonly contained in a contract. not to solicit Anybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. or customers are not standard and must be justified by reference to your business, otherwise they will not be enforceable. They have not been included in our template Non-disclosure agreement (NDA).
You can expect a person whom you have asked to sign an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). to question in particular the inclusion of such Promises to do or not do something, commonly contained in a contract. and maybe to resist them altogether, so you must be able to justify them.
See Non-disclosure agreements (NDAs) for those to whom you disclose information for guidance on Promises to do or not do something, commonly contained in a contract. not to solicit Anybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. or customers, and see Sale non-disclosure agreement for template An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). Promises to do or not do something, commonly contained in a contract., in the context of selling a business.
There is no hard and fast rule as to whether or not confidentiality Promises to do or not do something, commonly contained in a contract. in an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). should be limited in time and, if they are, what the time-limit should be.
Recipients of information will commonly ask for an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). to be limited in time. Given this, before sending an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). you should think about what information you are seeking to protect and which, if any, of that information should be protected indefinitely. For example, whilst a list of suppliers might stop being confidential to your business after a fixed period and could be limited in time, details of valuable A product of human creativity such as copyrights, trademarks, patents and designs. rights could justify indefinite protection.
You can find a template An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). at Non-disclosure agreement (NDA). If you choose to create a one-way An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). , the template includes an option for you to limit the Promises to do or not do something, commonly contained in a contract. in relation to confidential information for a specific number of years, with a further option to make the Promises to do or not do something, commonly contained in a contract. for specific information unlimited in time. If you do not include this option, the An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). will be unlimited in time.
If you choose to create a mutual An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). , to provide certainty for both parties, the template limits the Promises to do or not do something, commonly contained in a contract. for a period of two years.
If the recipient's confidentiality Promises to do or not do something, commonly contained in a contract. in a one-way An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). are subject to a time-limit, the same time-limit should also apply to Promises to do or not do something, commonly contained in a contract. from your A private company limited by shares incorporated and registered in England and Wales. (for example, not to disclose details of the discussions). This is the case for the template An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). which you will find at Non-disclosure agreement (NDA).
Legal proceedings for A violation of a legal or moral obligation. of an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). are unusual.
As with any action for Failing to keep to the terms of a contract by doing something which is forbidden or failing to do something which is required under the contract., if you are thinking of taking legal action you will need to balance the damage which the misuse is and will be causing to your business against the time and Fees, charges and expenses paid to lawyers for their services. which you will inevitably incur.
In very general terms, there are two legal remedies available to you if the An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). has been Violation of a legal or moral obligation. :
an action for An sum of money ordered by a court to be paid to a person as compensation for loss or injury. for losses suffered by your business. These could be difficult to quantify in the case of an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). which may be one reason why such actions are unusual; and
an application to Court for an An order of the court which usually prevents a person from doing something or requires a person to do something. to stop the misuse. Such a remedy is at the discretion of the Court.
Either course of action will be expensive and you will have to prove to a Court that the person to whom you have disclosed information has acted in A violation of a legal or moral obligation. of your An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). .
Even with an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). in place, think about any particularly confidential or sensitive information, the potential consequences if misused and therefore whether to hold this back.
You will nevertheless always be better off with, rather than without, a signed An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). in place. Your information will be better protected and a formal letter to someone whom you suspect of The act of violating a legal or moral obligation.an An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). , with a threat of legal action, may work without having to incur substantial Fees, charges and expenses paid to lawyers for their services..
You might decide to either:
sell your A product of human creativity such as copyrights, trademarks, patents and designs.; or
license it (allow someone else to use it).
When you sell A product of human creativity such as copyrights, trademarks, patents and designs. outright, generally you are not permitted to continue using it yourself.
By contrast, licensing your A product of human creativity such as copyrights, trademarks, patents and designs. does not generally preclude you from continuing to use it for other purposes.
If you and the person you are selling your A product of human creativity such as copyrights, trademarks, patents and designs. to agree, you can set different rules for whether you are allowed to continue using the A product of human creativity such as copyrights, trademarks, patents and designs.. For example, you could sell a design to a customer but you and the customer may agree that you can use the design for one more year after the sale. Alternatively, if you license your A product of human creativity such as copyrights, trademarks, patents and designs. to a customer, you might agree not to grant a licence to anyone else (a A licence (a permission to do something that would otherwise be illegal) which is accompanied with a promise that the person granting the licence will not grant another licence to do that thing to anyone else, although the person granting the licence can continue to do it themselves.). You could also include a promise in the licence not to use the A product of human creativity such as copyrights, trademarks, patents and designs. in your own work (an A licence (a permission to do something that would otherwise be illegal) which is accompanied with a promise that no one else (including the party giving the licence) will have such permission.).
Whether you retain the right to use the A product of human creativity such as copyrights, trademarks, patents and designs. yourself can affect the price you can get for the purchase or use of your A product of human creativity such as copyrights, trademarks, patents and designs.. If the customer is the only one able to use the A product of human creativity such as copyrights, trademarks, patents and designs., you will be able to charge them a higher price than if you or other people can also still use the same A product of human creativity such as copyrights, trademarks, patents and designs..
Giving control of your A product of human creativity such as copyrights, trademarks, patents and designs. to someone else (whether permanently or temporarily), can have a large impact on the rest of your business. On the positive side, it can allow you to profit from the sale of the A product of human creativity such as copyrights, trademarks, patents and designs. rights without assuming the financial and other risks associated with using it. For example, if you own a A legal protection giving an exclusive right to produce a certain invention for a certain period of time (currently 20 years) to its owner. for a piece of industrial machinery, licensing that A legal protection giving an exclusive right to produce a certain invention for a certain period of time (currently 20 years) to its owner. to someone else so that they can produce and sell it would allow you to profit from that A legal protection giving an exclusive right to produce a certain invention for a certain period of time (currently 20 years) to its owner. even if you do not have the resources to produce the machinery yourself.
However, in some instances selling or licensing your A product of human creativity such as copyrights, trademarks, patents and designs. rights can be problematic or harmful for the rest of your business. This is particularly the case if you have other A product of human creativity such as copyrights, trademarks, patents and designs. which depends on the A product of human creativity such as copyrights, trademarks, patents and designs. you are selling or licensing, or if giving someone else control of that piece of A product of human creativity such as copyrights, trademarks, patents and designs. would allow them to compete with you more effectively. For example, if you own certain designs, which you sell to a competitor, they will be able to make and sell items using your designs, which may eat into your market A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. as customers begin to buy your competitor’s products instead of yours.
There are two common ways that businesses can charge for A product of human creativity such as copyrights, trademarks, patents and designs.. The first option is to charge a fixed sum, either up front, or over time. For example, you could sell the A legal protection which gives people who create literary, musical, artistic or certain other types of work the exclusive right to use the work, meaning that others cannot generally use it without the owner's permission. to a photograph for £100, or you could license the use of software you create for £50 per month.
The second common way you might charge for your A product of human creativity such as copyrights, trademarks, patents and designs. is to charge A method of payment for intellectual property rights, usually calculated on the basis of a percentage of the net sales value of the licensed product to be sold or a fixed price for each licensed product sold. – a percentage of any profits which the customer might make using the A product of human creativity such as copyrights, trademarks, patents and designs.. For example, you might sell a design for a chair to a customer in exchange for 50% of any profits they make when producing and selling a chair of that design.
A method of payment for intellectual property rights, usually calculated on the basis of a percentage of the net sales value of the licensed product to be sold or a fixed price for each licensed product sold. are preferable when you expect that the person buying the A product of human creativity such as copyrights, trademarks, patents and designs. will be able to make a profit from it. So an author selling the A legal protection which gives people who create literary, musical, artistic or certain other types of work the exclusive right to use the work, meaning that others cannot generally use it without the owner's permission. to their book to a publisher would usually charge A method of payment for intellectual property rights, usually calculated on the basis of a percentage of the net sales value of the licensed product to be sold or a fixed price for each licensed product sold., while a software developer making A person who purchases goods and services for personal use. Someone who is acting outside of their professional or working capacity. software would probably prefer to charge a fixed price, as People purchasing goods and services for personal use/acting outside of their professional or working capacity. are unlikely to use the software to make any profit at all.
Valuing your A product of human creativity such as copyrights, trademarks, patents and designs. can be tricky, as A product of human creativity such as copyrights, trademarks, patents and designs. is by its nature intangible and unique. In summary, there are three main methods of valuing your A product of human creativity such as copyrights, trademarks, patents and designs.. You could value your A product of human creativity such as copyrights, trademarks, patents and designs. based on:
how much it cost (or would cost) you to develop or create the A product of human creativity such as copyrights, trademarks, patents and designs. from scratch;
how much you estimate a competitor might pay for the A product of human creativity such as copyrights, trademarks, patents and designs., given the market price of similar A product of human creativity such as copyrights, trademarks, patents and designs.; or
how much income or other economic benefits for your business your A product of human creativity such as copyrights, trademarks, patents and designs. is expected to generate in the future.
Not all of these methods of valuation will be appropriate in every situation. For example, if your A product of human creativity such as copyrights, trademarks, patents and designs. is not expected to make a great deal of profit on its own, but it is still a highly desirable piece of A product of human creativity such as copyrights, trademarks, patents and designs. for competitors and it took a great deal of time and money to develop, then valuing the A product of human creativity such as copyrights, trademarks, patents and designs. based on expected profit might lead you to underestimate its value.
If you are intending to license your A product of human creativity such as copyrights, trademarks, patents and designs. for profit see Q&A 59 for more information on how to do so.
If you become aware that another business has a similar product which may conflict with your A product of human creativity such as copyrights, trademarks, patents and designs. rights, you can protect your A product of human creativity such as copyrights, trademarks, patents and designs. by entering a An agreement between two or more businesses allowing them to operate without fear of interfering with each other's intellectual property rights. Coexistence agreements are most commonly used to avoid confusion where two businesses or people have similar names. with that person or business. See Q&A 54 for further information.
You should act quickly to protect your interests and prevent a dispute from arising, even if you have already taken initial steps to protect your A product of human creativity such as copyrights, trademarks, patents and designs. (see Names and logos: Trade marks, Writing, music, pictures and code: Copyright, Designs: Design rights and Inventions: Patents for more information).
When another business develops a similar product or idea to yours, it can decrease the value of your A product of human creativity such as copyrights, trademarks, patents and designs., interfering with your opportunity to profit from it. There is also a possibility that the other business is infringing on your A product of human creativity such as copyrights, trademarks, patents and designs. rights. In some cases, failing to respond to a potential infringement of your A product of human creativity such as copyrights, trademarks, patents and designs. can even lead to you losing those A product of human creativity such as copyrights, trademarks, patents and designs. rights altogether, eg if you do not put a trademark to good use within five years of it being registered, and someone else uses it.
If you think that another business has a product similar to yours which might conflict with your A product of human creativity such as copyrights, trademarks, patents and designs., you can protect your A product of human creativity such as copyrights, trademarks, patents and designs. by entering into a An agreement between two or more businesses allowing them to operate without fear of interfering with each other's intellectual property rights. Coexistence agreements are most commonly used to avoid confusion where two businesses or people have similar names. with that person or business.
A An agreement between two or more businesses allowing them to operate without fear of interfering with each other's intellectual property rights. Coexistence agreements are most commonly used to avoid confusion where two businesses or people have similar names. is a contract between two or more parties who have similar A product of human creativity such as copyrights, trademarks, patents and designs. (for example business names, Legal protection giving an exclusive right to produce a certain invention for a certain period of time (currently 20 years) to its owner., Copyrights are legal protections which give people who create literary, musical, artistic or certain other works the right to be the only one to copy or reproduce that work for a certain amount of time (usually 70 years)., designs or Distinctive signs used by businesses to distinguish their goods and/or services from those sold by other businesses.). The agreement governs how each of the parties will coexist without coming into conflict over their A product of human creativity such as copyrights, trademarks, patents and designs., setting out the obligations, conditions, rights and restrictions of each party. This allows them to continue with their respective businesses without the concern that they might be infringing on each other's A product of human creativity such as copyrights, trademarks, patents and designs. rights.
Example: Karl's Café and Katherine's Coffee are coffee shops in neighbouring towns. Both owners are concerned about a dispute over Distinctive signs used by businesses to distinguish their goods and/or services from those sold by other businesses. as their businesses use very similar Symbols or other recognisable marks used by a business to identify their products. and colours for their branding. Instead of entering into an unpleasant and costly legal battle over use of their respective Distinctive signs used by businesses to distinguish their goods and/or services from those sold by other businesses., both businesses sign a An agreement between two or more businesses allowing them to operate without fear of interfering with each other's intellectual property rights. Coexistence agreements are most commonly used to avoid confusion where two businesses or people have similar names.. The agreement specifies that Karl's Café must use the initials KC for their logo and red packaging only. By contrast, Katherine's Coffee must use the full business name in their logo and blue packaging only. Both Private companies limited by shares incorporated and registered in England and Wales. also agree not to open any new branches in the town the other operates in.
For more information on Agreements between two or more businesses allowing them to operate without fear of interfering with each other's intellectual property rights. Coexistence agreements are most commonly used to avoid confusion where two businesses or people have similar names., see Q&A 66 and following.
If you need to give someone access to your A product of human creativity such as copyrights, trademarks, patents and designs. to repair it or carry out other work on it, and you want to keep that A product of human creativity such as copyrights, trademarks, patents and designs. confidential, you could consider requiring that person to sign a non-disclosure agreement. This is a binding legal agreement in which you agree to grant someone access to certain information, and that person in turn agrees not to pass on that information to anyone else. If they do disclose the information, or try to, for example by making a copy of your secret A product of human creativity such as copyrights, trademarks, patents and designs. and selling it to a competitor, you can sue them for compensation if you lose money because of their actions.
For more information on using a An agreement between parties to not disclose any confidential information except where permitted under the terms of the agreement. A non-disclosure agreement can be either one-way (only one party agrees to not disclose confidential information) or mutual (all parties to the agreement agree to not disclose confidential information). Also known as an NDA.to protect A product of human creativity such as copyrights, trademarks, patents and designs. and business information that is being disclosed to a A person who is not directly involved in an existing relationship, transaction or dispute; for example, someone who is not a named party in a contract. outside your business, see Q&A 32 and following, along with a template An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). at Non-disclosure agreement (NDA).
You should also only allow a person to work on your A product of human creativity such as copyrights, trademarks, patents and designs. on the condition that you will own any contributions or new A product of human creativity such as copyrights, trademarks, patents and designs. which they make as part of the repair. This will avoid the situation where someone (eg a A person, in business for himself, who provides services to others. He may be an individual simply working under his own name, or may offer services through a company or partnership. Sometimes known as a consultant or independent contractor.) who has carried out work on your creation owns the A product of human creativity such as copyrights, trademarks, patents and designs. rights in relation to the repair they have carried out or the addition they have made.
For more information on how to safely give other people permission to use your A product of human creativity such as copyrights, trademarks, patents and designs., see Q&A 59.
If you need to give someone access to your A product of human creativity such as copyrights, trademarks, patents and designs. to make a product for you, and that A product of human creativity such as copyrights, trademarks, patents and designs. is intended to be confidential, you should consider requiring that person to sign a non-disclosure agreement. This is a binding legal agreement in which you agree to grant someone access to certain information, and that person in turn agrees not to pass on that information to anyone else. If they do disclose the information, or try to, for example by making a copy of your secret A product of human creativity such as copyrights, trademarks, patents and designs. and selling it to a competitor, you can sue them for compensation if you lose money because of their actions.
For more information on using a An agreement between parties to not disclose any confidential information except where permitted under the terms of the agreement. A non-disclosure agreement can be either one-way (only one party agrees to not disclose confidential information) or mutual (all parties to the agreement agree to not disclose confidential information). Also known as an NDA.to protect A product of human creativity such as copyrights, trademarks, patents and designs. and business information that is being disclosed to a A person who is not directly involved in an existing relationship, transaction or dispute; for example, someone who is not a named party in a contract. outside your business, see Q&A 32, along with a template An Non Disclosure Agreement. These are agreements between parties to not disclose any confidential information except where permitted under the terms of the agreement. An NDA can be either one-way (only one party agrees not to disclose confidential information) or mutual (all parties to the agreement agree not to disclose confidential information). at Non-disclosure agreement (NDA).
You should also only allow a person to access your A product of human creativity such as copyrights, trademarks, patents and designs. to produce something for you on the condition that you will own any contributions or new A product of human creativity such as copyrights, trademarks, patents and designs. which that person creates as part of the production process. This will avoid the situation where someone (eg a A person, in business for himself, who provides services to others. He may be an individual simply working under his own name, or may offer services through a company or partnership. Sometimes known as a consultant or independent contractor.) who has produced something for you from having had access to your A product of human creativity such as copyrights, trademarks, patents and designs. owns the A product of human creativity such as copyrights, trademarks, patents and designs. rights in relation to any resulting change or addition to the product made during the production process.
For more information on how to safely give other people permission to use your A product of human creativity such as copyrights, trademarks, patents and designs. see Q&A 59. For more general information on A product of human creativity such as copyrights, trademarks, patents and designs. created by your Anybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. or commissioned for your business, see Names and logos: Trade marks, Writing, music, pictures and code: Copyright, Designs: Design rights and Inventions: Patents.
An arrangement whereby a business gives someone else a licence (permission) to operate a business which uses their name, trade marks, brand and logos, usually in exchange for a percentage of the other business's profits. is an arrangement whereby you give someone else a licence to operate a business which uses your business's name, Distinctive signs used by businesses to distinguish their goods and/or services from those sold by other businesses., brand and Symbols or other recognisable marks used by a business to identify their products.. This is usually done in exchange for a percentage of the other business's profits, however occasionally a business may enter a An arrangement whereby a business gives someone else a licence (permission) to operate a business which uses their name, trade marks, brand and logos, usually in exchange for a percentage of the other business's profits. arrangement under other conditions (eg for a flat fee at the beginning of the arrangement).
An arrangement whereby a business gives someone else a licence (permission) to operate a business which uses their name, trade marks, brand and logos, usually in exchange for a percentage of the other business's profits. is particularly complex in relation to A product of human creativity such as copyrights, trademarks, patents and designs., as you are letting someone else use your A product of human creativity such as copyrights, trademarks, patents and designs. extensively. This could lead to issues when working out who owns A product of human creativity such as copyrights, trademarks, patents and designs. developed by the business you An arrangement whereby a business gives someone else a licence (permission) to operate a business which uses their name, trade marks, brand and logos, usually in exchange for a percentage of the other business's profits. to. New designs, inventions or written documents might be owned by you, the other business, by both of you, or you may each own a portion of the new work. Similarly, when making a An agreement whereby a business gives someone else a licence (permission) to operate a business which uses their name, trade marks, brand and logos, usually in exchange for a percentage of the other business's profits., it can be very difficult to work out how much of your A product of human creativity such as copyrights, trademarks, patents and designs. you should disclose to the other business, as there might be certain things you want to keep secret (eg product development techniques or unfinished projects). An arrangement whereby a business gives someone else a licence (permission) to operate a business which uses their name, trade marks, brand and logos, usually in exchange for a percentage of the other business's profits. your business carries a large reputational risk, as you are allowing another business to operate under your name and branding. This means that your reputation can be seriously damaged by a business which is not fully under your control.
Agreements whereby a business gives someone else a licence (permission) to operate a business which uses their name, trade marks, brand and logos, usually in exchange for a percentage of the other business's profits. are often extremely lengthy and complex. This reflects the high risk associated with An arrangement whereby a business gives someone else a licence (permission) to operate a business which uses their name, trade marks, brand and logos, usually in exchange for a percentage of the other business's profits. your business, as you should ensure you are properly prepared before giving anyone such a broad permission to use your A product of human creativity such as copyrights, trademarks, patents and designs.. You should never enter into a An agreement whereby a business gives someone else a licence (permission) to operate a business which uses their name, trade marks, brand and logos, usually in exchange for a percentage of the other business's profits. without seeking the advice of a specialist lawyer about your particular situation. For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service. More detailed information about An arrangement whereby a business gives someone else a licence (permission) to operate a business which uses their name, trade marks, brand and logos, usually in exchange for a percentage of the other business's profits. is currently beyond the scope of this service, but for more general information about allowing others to use your A product of human creativity such as copyrights, trademarks, patents and designs. using a licence, see Q&A 59.
You can give someone else permission to use your A product of human creativity such as copyrights, trademarks, patents and designs. by giving them a licence. A licence is an agreement whereby you allow someone else to use your A product of human creativity such as copyrights, trademarks, patents and designs., usually in exchange for payment or other promises on their part. A licence does not give the other party any ownership of your A product of human creativity such as copyrights, trademarks, patents and designs., it simply gives them permission to use your A product of human creativity such as copyrights, trademarks, patents and designs. in a certain way. Licences generally do not have to be in writing, but it is best practice to agree the licence in writing, so that you have a clear record of exactly what the terms of the licence are. See Q&A 60 for details of what a licence agreement should contain.
A single licence agreement could contain many different terms providing for many different rights and obligations. For instance, a An agreement between two or more businesses allowing them to operate without fear of interfering with each other's intellectual property rights. Coexistence agreements are most commonly used to avoid confusion where two businesses or people have similar names. (see Q&A 66) could form part of a licence agreement. Licence agreements can become particularly long and complex if the A product of human creativity such as copyrights, trademarks, patents and designs. in question is important or valuable. You should be aware that if your licensing of a A distinctive sign used by a business to distinguish its goods and/or services from those sold by another business. may cause a decrease in competition between businesses in your industry, restrict trade between countries, or is for too long a period, this could potentially A violation of a legal or moral obligation. competition law. If you are concerned you should seek advice from an expert on competition law. There are certain key points to consider in any licence agreement. In summary, these are:
Who are you giving the licence to? Is this licence agreement aimed at a particular person, or a A private company limited by shares incorporated and registered in England and Wales. ?
What A product of human creativity such as copyrights, trademarks, patents and designs. does the licence refer to?
What permissions are you giving to the other party? Are they being allowed to use the A product of human creativity such as copyrights, trademarks, patents and designs. as they choose, or are they restricted to only certain uses (eg manufacture and distribution of products using your design, but not the development of further designs based on yours)?
Is the other party allowed to sublicense the A product of human creativity such as copyrights, trademarks, patents and designs. to anyone else?
How will any fees or A method of payment for intellectual property rights, usually calculated on the basis of a percentage of the net sales value of the licensed product to be sold or a fixed price for each licensed product sold. be calculated, and how and when are they to be paid?
Are you allowed to continue to use the A product of human creativity such as copyrights, trademarks, patents and designs. yourself? Are you allowed to give anyone else a licence relating to the A product of human creativity such as copyrights, trademarks, patents and designs. in addition to the person or A private company limited by shares incorporated and registered in England and Wales. you are agreeing the licence with?
Where does the licence agreement apply? For example, you might give the other person permission to make and sell products using your A product of human creativity such as copyrights, trademarks, patents and designs., but only if they sell those items in eg Bristol, as you intend to give someone else a licence to do so in other parts of the country.
How long does the agreement last? Is there an end date, or will the licence continue indefinitely?
Can either you or the other person withdraw from the licence? If so, under what conditions can the agreement be brought to an end?
What insurance and other measures to mitigate risk are you or the other person required to provide under the agreement?
As the owner of the A product of human creativity such as copyrights, trademarks, patents and designs. being licensed, you are usually in a position to determine the terms of any licence agreement. It can be complicated to write a licence agreement which covers everything you need, so many businesses prefer to consult a specialist lawyer, who will be able to write a suitable agreement for you. For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service. However, even if you rely on a lawyer to write your licence agreement, you should understand what a licence agreement of the sort you need will contain, as that will help you instruct the lawyer on how to write one specific to your situation.
There are special considerations to take into account if you are planning on releasing software on an A model for distributing software, where the software is released for free along with its source code and can, with a few limitations, be modified and redistributed by anyone. licence. See Q&A 63 for an explanation of A model for distributing software, where the software is released for free along with its source code and can, with a few limitations, be modified and redistributed by anyone. and Q&A 65 for a list of conditions the A model for distributing software, where the software is released for free along with its source code and can, with a few limitations, be modified and redistributed by anyone. licence should meet.
If you have given someone else permission to use your A product of human creativity such as copyrights, trademarks, patents and designs. by granting them a licence to do so, and they have given you nothing in exchange, you are free to change the terms of the licence, so long as you give the other party a reasonable period of time in between telling them about the change and the change coming into effect.
However, if the other party gave you something in exchange for the licence (eg money, or a promise of A method of payment for intellectual property rights, usually calculated on the basis of a percentage of the net sales value of the licensed product to be sold or a fixed price for each licensed product sold.), there are only two ways you can change the terms of their licence:
with the agreement of the other party; or
by using a term in the existing agreement which explicitly grants you the power to make unilateral changes.
It is usually best to communicate about changes to a licence agreement in writing, whether you are negotiating to get the other party to agree or informing them of your choice to change a term of the licence unilaterally. This helps to avoid uncertainty if you ever need to work out exactly what the licence says.
If you have given someone else permission to use your A product of human creativity such as copyrights, trademarks, patents and designs. by granting them a licence to do so and they have given you nothing in exchange, you are free to withdraw that licence, so long as you give the other party a reasonable period of time in between telling them that you are revoking the licence and the licence actually coming to an end.
However, if the other party gave you something in exchange for the licence (eg money, or a promise of A method of payment for intellectual property rights, usually calculated on the basis of a percentage of the net sales value of the licensed product to be sold or a fixed price for each licensed product sold.), whether you can withdraw their licence to use your A product of human creativity such as copyrights, trademarks, patents and designs. depends on the licence agreement itself. In summary:
if the licence agreement says that you can revoke the licence, you are allowed to unilaterally end the licence, subject to any rules or conditions the agreement lays out for doing so;
if the licence agreement says that the licence cannot be revoked, then you are bound by that and must continue to allow the other party to use your A product of human creativity such as copyrights, trademarks, patents and designs. according to the agreement;
if the licence agreement does not say anything about how or when the licence can be revoked, you can revoke it by giving the other party reasonable notice of your intention to do so. However, it is always best to ensure that the licence agreement properly deals with how the licence can or cannot come to an end, to avoid confusion. See Q&A 59 for more information on how to properly licence your A product of human creativity such as copyrights, trademarks, patents and designs. to someone else;
regardless of what the licence agreement says, you can withdraw the other party's licence to use your A product of human creativity such as copyrights, trademarks, patents and designs. if they agree to let you withdraw that licence. However, you may have to give them something in exchange for their agreement (ie a payment to 'buy' their agreement) to this if the licence agreement itself would not normally allow you to bring the licence to an end.
To prevent uncertainty, you should communicate about bringing a licence to an end in writing, whether you are negotiating to get the agreement of the other party or informing them of your choice to revoke the licence unilaterally.
An A model for distributing software, where the software is released for free along with its source code and can, with a few limitations, be modified and redistributed by anyone. licence is a software licence (permission to use the software) which, broadly speaking, requires the software to be released for free, along with its The computer instructions which make up a computer program, presented in a human-readable form using a programming language., which can be modified or redistributed freely. Prominent examples of software which use A model for distributing software, where the software is released for free along with its source code and can, with a few limitations, be modified and redistributed by anyone. licences include Chrome and Firefox (web browsers), Open Office (an office software package), Ubuntu (an operating system) and MySQL Community (a A set of data, stored and accessed electronically. software package).
There is no single A model for distributing software, where the software is released for free along with its source code and can, with a few limitations, be modified and redistributed by anyone. licence, but instead a licence is considered A model for distributing software, where the software is released for free along with its source code and can, with a few limitations, be modified and redistributed by anyone. if it meets a set of conditions (called the The conditions which must be met for software to be considered 'Open Source'. These conditions are set by the Open Source Initiative and a full list can be found on their website.) which are laid out by the The non-profit organisation which administrates the Open Source Definition (the conditions under which software can be considered Open Source) and other matters relating to Open Source Software. (Open Source Initiative. The non-profit organisation which administrates the Open Source Definition (the conditions under which software can be considered Open Source) and other matters relating to Open Source Software.). The Open Source Initiative. The non-profit organisation which administrates the Open Source Definition (the conditions under which software can be considered Open Source) and other matters relating to Open Source Software. is an international non-profit organisation which regulates the The conditions which must be met for software to be considered 'Open Source'. These conditions are set by the Open Source Initiative and a full list can be found on their website. and uses of the term ‘A model for distributing software, where the software is released for free along with its source code and can, with a few limitations, be modified and redistributed by anyone.’ to describe software. If you want to describe your software as ‘A model for distributing software, where the software is released for free along with its source code and can, with a few limitations, be modified and redistributed by anyone.’, you will need to ensure that you release it under a licence which meets the Open Source Initiative. The non-profit organisation which administrates the Open Source Definition (the conditions under which software can be considered Open Source) and other matters relating to Open Source Software.’s requirements.
For more information on how to give others permission to use your software using an A model for distributing software, where the software is released for free along with its source code and can, with a few limitations, be modified and redistributed by anyone. licence (including how to comply with the The conditions which must be met for software to be considered 'Open Source'. These conditions are set by the Open Source Initiative and a full list can be found on their website.) see Q&A 65.
Using an A model for distributing software, where the software is released for free along with its source code and can, with a few limitations, be modified and redistributed by anyone. licence for your software does not mean giving up your right to protect your A product of human creativity such as copyrights, trademarks, patents and designs., as there are many situations in which you can and should try to do so. In particular:
anyone who uses your Software released under the Open Source model: where the software is released for free along with its source code and can, with a few limitations, be modified or redistributed by anyone. in a way which Violations of a legal or moral obligation. the licence you provide it under may be infringing on your A legal protection which gives people who create literary, musical, artistic or certain other types of work the exclusive right to use the work, meaning that others cannot generally use it without the owner's permission., and you can act to protect your A product of human creativity such as copyrights, trademarks, patents and designs. accordingly.
For example, if your A model for distributing software, where the software is released for free along with its source code and can, with a few limitations, be modified and redistributed by anyone. licence says that derivative versions of the software must be released under a different name, anyone who releases a derivative version under the same name as your version will A violation of a legal or moral obligation. the licence and be infringing on your A legal protection which gives people who create literary, musical, artistic or certain other types of work the exclusive right to use the work, meaning that others cannot generally use it without the owner's permission.; and
anyone who builds software which mimics the function or appearance of your software without actually using the The computer instructions which make up a computer program, presented in a human-readable form using a programming language. (eg replicating the program in another coding language) is most likely infringing on your A legal protection which gives people who create literary, musical, artistic or certain other types of work the exclusive right to use the work, meaning that others cannot generally use it without the owner's permission.. This is because they are acting beyond what (most) A model for distributing software, where the software is released for free along with its source code and can, with a few limitations, be modified and redistributed by anyone. licences permit.
However, you should remember that the idea behind Software released under the Open Source model: where the software is released for free along with its source code and can, with a few limitations, be modified or redistributed by anyone. is to encourage sharing of A product of human creativity such as copyrights, trademarks, patents and designs.. While it is perfectly reasonable to protect your A product of human creativity such as copyrights, trademarks, patents and designs. to a certain degree, if you are particularly concerned about controlling exactly how your A product of human creativity such as copyrights, trademarks, patents and designs. is used and who can use it, A model for distributing software, where the software is released for free along with its source code and can, with a few limitations, be modified and redistributed by anyone. may not be the correct option for your business. If there are still elements of A model for distributing software, where the software is released for free along with its source code and can, with a few limitations, be modified and redistributed by anyone. which you find appealing, you might consider adapting an A model for distributing software, where the software is released for free along with its source code and can, with a few limitations, be modified and redistributed by anyone. licence to suit your needs. If your adapted licence does not meet the The conditions which must be met for software to be considered 'Open Source'. These conditions are set by the Open Source Initiative and a full list can be found on their website., you will not be able to describe your software as A model for distributing software, where the software is released for free along with its source code and can, with a few limitations, be modified and redistributed by anyone., and so you will have to find another way of describing and marketing your software, but this approach would allow you to pick and choose the aspects of A model for distributing software, where the software is released for free along with its source code and can, with a few limitations, be modified and redistributed by anyone. which you find most appealing. For more information on A model for distributing software, where the software is released for free along with its source code and can, with a few limitations, be modified and redistributed by anyone. licences, including an explanation of the The conditions which must be met for software to be considered 'Open Source'. These conditions are set by the Open Source Initiative and a full list can be found on their website., see Q&A 63.
Your licence agreement will have to meet a set of conditions called the The conditions which must be met for software to be considered 'Open Source'. These conditions are set by the Open Source Initiative and a full list can be found on their website. (Open Source Definition. The conditions which must be met for software to be considered Open Source. These conditions are set by the Open Source Initiative and a full list can be found on their website). Specifically, you must release the software under a licence which contains the following conditions:
anyone is allowed to freely redistribute the software, whether on its own or as part of some other product. This means that you are not allowed to charge any sort of royalty or other fee for the redistribution of your Software released under the Open Source model: where the software is released for free along with its source code and can, with a few limitations, be modified or redistributed by anyone., even if someone is selling it for profit as part of another product;
the The computer instructions which make up a computer program, presented in a human-readable form using a programming language. for the program must be released as well as the compiled form, either alongside the compiled program or in some other well-publicised location. You are not allowed to obfuscate the The computer instructions which make up a computer program, presented in a human-readable form using a programming language. in any way or release intermediate forms (like the output of a A program which alters data (often the code of other software) to ensure it is compatible with another program. or In relation to computer software, a program which converts the code of another program into a functionally equivalent version written in a different computer language.) instead of the The computer instructions which make up a computer program, presented in a human-readable form using a programming language.;
anyone is allowed to make their own software derived from your program's The computer instructions which make up a computer program, presented in a human-readable form using a programming language., or to make modified versions of your program. You must require that any derived or modified versions be released under the same licence as your software;
the licence can prevent people from making modified versions of your program, but only if you instead allow A small piece of code which is added into an existing computer program to make an alteration to it, often to correct a fault in that software. files to be made using the The computer instructions which make up a computer program, presented in a human-readable form using a programming language., which allow users to modify the program at the time they install your software. It can also require that any software derived from your program's The computer instructions which make up a computer program, presented in a human-readable form using a programming language. be given a different name or version number to your original version so that they are not confused for your program;
anyone who uses your software or its The computer instructions which make up a computer program, presented in a human-readable form using a programming language. may do so under the same conditions, regardless of who they are;
anyone who uses your software or its The computer instructions which make up a computer program, presented in a human-readable form using a programming language. may do so under the same conditions, regardless of the purpose they use it for. This means you cannot prevent the software being used for commercial purposes, for example;
the licence must carry over to any person to whom the software is redistributed without the need for another licence to be given. This means that you cannot use any indirect means (like a non-disclosure agreement) to prevent further redistribution of your software or its The computer instructions which make up a computer program, presented in a human-readable form using a programming language.;
the licence cannot be dependent on the software forming part of a certain product or package;
the licence must not restrict what other software your Software released under the Open Source model: where the software is released for free along with its source code and can, with a few limitations, be modified or redistributed by anyone. can be distributed alongside. This means you cannot restrict your software to a particular platform or operating system, nor can you prevent it from being distributed alongside a competitor’s software;
the licence must not require a certain technology or interface be used to download or run the software.
Although you could try to produce your own licence to meet these criteria, it is much safer and simpler to use an existing licence which has been approved by the A model for distributing software, where the software is released for free along with its source code and can, with a few limitations, be modified and redistributed by anyone. Institute (who administrate the Open Source Definition. The conditions which must be met for software to be considered Open Source. These conditions are set by the Open Source Initiative and a full list can be found on their website) as Meeting the conditions set out in the Open Source Definition (the conditions which must be met for software to be considered Open Source).. There are over 50 approved licences listed on the Open Source Institute website, which are listed by category so you can more easily find a licence which suits your needs.
Although describing all of the licences approved by the A model for distributing software, where the software is released for free along with its source code and can, with a few limitations, be modified and redistributed by anyone. Institute is beyond the scope of this service, it is worth noting that the The most popular Open Source software licence. The GNU General Public License (GPL) contains a provision that any software made by modifying a program released under the GPL must also use the GPL if it is distributed. (The GNU General Public License. The most popular Open Source software licence. The GPL contains a provision that any software made by modifying a program released under the GPL must also use the GPL if it is distributed.), the most popular of the approved licences, contains a provision that any derivative versions of software released under the The GNU General Public License. The most popular Open Source software licence. The GPL contains a provision that any software made by modifying a program released under the GPL must also use the GPL if it is distributed. must also use the The GNU General Public License. The most popular Open Source software licence. The GPL contains a provision that any software made by modifying a program released under the GPL must also use the GPL if it is distributed. if it is distributed. This is intended to create a large body of publicly available software and code which cannot be used for exclusive or proprietary purposes. This type of licence is sometimes called a 'An arrangement where the owner of a copyrighted work gives anyone a general permission to redistribute and modify versions of the work on the condition that any new or redistributed works be released under the same conditions. This is called copyleft because freely giving away work and encouraging others to use and distribute it goes against the usual purposes of copyright.' licence. Many of the other licences approved by the A model for distributing software, where the software is released for free along with its source code and can, with a few limitations, be modified and redistributed by anyone. Institute also contain An arrangement where the owner of a copyrighted work gives anyone a general permission to redistribute and modify versions of the work on the condition that any new or redistributed works be released under the same conditions. This is called copyleft because freely giving away work and encouraging others to use and distribute it goes against the usual purposes of copyright. provisions, so you should be careful not to inadvertently select a An arrangement where the owner of a copyrighted work gives anyone a general permission to redistribute and modify versions of the work on the condition that any new or redistributed works be released under the same conditions. This is called copyleft because freely giving away work and encouraging others to use and distribute it goes against the usual purposes of copyright. licence if you think doing so would conflict with your business interests.
A An agreement between two or more businesses allowing them to operate without fear of interfering with each other's intellectual property rights. Coexistence agreements are most commonly used to avoid confusion where two businesses or people have similar names. is a contract between two or more parties who have similar A product of human creativity such as copyrights, trademarks, patents and designs. (for example business names, Legal protection giving an exclusive right to produce a certain invention for a certain period of time (currently 20 years) to its owner., Copyrights are legal protections which give people who create literary, musical, artistic or certain other works the right to be the only one to copy or reproduce that work for a certain amount of time (usually 70 years)., designs or Distinctive signs used by businesses to distinguish their goods and/or services from those sold by other businesses.).The agreement governs how each of the parties will coexist without coming into conflict over their A product of human creativity such as copyrights, trademarks, patents and designs., setting out the obligations, conditions, rights and restrictions of each party. This allows them to continue with their respective businesses without the concern that they might be infringing each other's A product of human creativity such as copyrights, trademarks, patents and designs. rights. A An agreement between two or more businesses allowing them to operate without fear of interfering with each other's intellectual property rights. Coexistence agreements are most commonly used to avoid confusion where two businesses or people have similar names. will also help to ensure that costly legal disputes over A product of human creativity such as copyrights, trademarks, patents and designs. rights are avoided (for more information on disputes over A product of human creativity such as copyrights, trademarks, patents and designs. see Options for dealing with infringements to intellectual property).
Example: Karl's Café and Katherine's Coffee are coffee shops in neighbouring towns. Both owners are concerned about a dispute over Distinctive signs used by businesses to distinguish their goods and/or services from those sold by other businesses. as their businesses use very similar Symbols or other recognisable marks used by a business to identify their products. and colours for their branding. Instead of entering into an unpleasant and costly legal battle over use of their respective Distinctive signs used by businesses to distinguish their goods and/or services from those sold by other businesses., both businesses sign a An agreement between two or more businesses allowing them to operate without fear of interfering with each other's intellectual property rights. Coexistence agreements are most commonly used to avoid confusion where two businesses or people have similar names.. The agreement specifies that Karl's Café must use the initials KC for their logo and red packaging only. By contrast, Katherine's Coffee must use the full business name in their logo and blue packaging only. Both Private companies limited by shares incorporated and registered in England and Wales. also agree not to open any new branches in the town the other operates in.
If you think that another person or business is trading (or about to start trading) that has similar A product of human creativity such as copyrights, trademarks, patents and designs. to you, for example a business name or product, you should consider protecting your A product of human creativity such as copyrights, trademarks, patents and designs. by entering into a An agreement between two or more businesses allowing them to operate without fear of interfering with each other's intellectual property rights. Coexistence agreements are most commonly used to avoid confusion where two businesses or people have similar names. with that person or business.
When another business develops a similar product or idea to yours, it can decrease the value of your A product of human creativity such as copyrights, trademarks, patents and designs., interfering with your opportunity to profit from it. Furthermore, there is a possibility that the other business is infringing on your A product of human creativity such as copyrights, trademarks, patents and designs. rights. In some cases, failing to act on a potential infringement of your A product of human creativity such as copyrights, trademarks, patents and designs. can even lead to you losing those A product of human creativity such as copyrights, trademarks, patents and designs. rights altogether.
Legal disputes can be extremely expensive and difficult, and should therefore be avoided where possible. A An agreement between two or more businesses allowing them to operate without fear of interfering with each other's intellectual property rights. Coexistence agreements are most commonly used to avoid confusion where two businesses or people have similar names. offers one way of protecting your A product of human creativity such as copyrights, trademarks, patents and designs. without such costs and inconvenience.
Note that it will usually not be appropriate to enter a An agreement between two or more businesses allowing them to operate without fear of interfering with each other's intellectual property rights. Coexistence agreements are most commonly used to avoid confusion where two businesses or people have similar names. if you do not own the A product of human creativity such as copyrights, trademarks, patents and designs. rights that are the subject of the agreement. For example, if you have commissioned someone to create a design for your business logo but have not had ownership of the logo transferred to you yet, and subsequently are aware of another business with a similar logo, you should not enter a An agreement between two or more businesses allowing them to operate without fear of interfering with each other's intellectual property rights. Coexistence agreements are most commonly used to avoid confusion where two businesses or people have similar names. until the ownership has been transferred to you. If you want to enter into a An agreement between two or more businesses allowing them to operate without fear of interfering with each other's intellectual property rights. Coexistence agreements are most commonly used to avoid confusion where two businesses or people have similar names. covering A product of human creativity such as copyrights, trademarks, patents and designs. you do not yet own, you should consult a lawyer who will be able to advise you whether such an agreement is possible or desirable. For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.
Agreements between two or more businesses allowing them to operate without fear of interfering with each other's intellectual property rights. Coexistence agreements are most commonly used to avoid confusion where two businesses or people have similar names. can be very complex, and as such you may want to have a lawyer produce an agreement for you which will cover the issues which are important in your particular case. For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service. However, even if you decide to consult a lawyer, it is important to fully consider for yourself the key issues regarding your A product of human creativity such as copyrights, trademarks, patents and designs. coexisting with that belonging to another business when negotiating a An agreement between two or more businesses allowing them to operate without fear of interfering with each other's intellectual property rights. Coexistence agreements are most commonly used to avoid confusion where two businesses or people have similar names.. In summary, you should consider including the following points (although note this list is not exhaustive):
clearly identify who is bound by the agreement;
specify the A product of human creativity such as copyrights, trademarks, patents and designs. that is subject to the agreement and therefore permitted to coexist, eg Distinctive signs used by businesses to distinguish their goods and/or services from those sold by other businesses., Symbols or other recognisable marks used by a business to identify their products. and designs. You should also make clear whether the agreement only covers A product of human creativity such as copyrights, trademarks, patents and designs. that already exists, or whether it also applies to any re-designing that may occur in the future;
specify the A product of human creativity such as copyrights, trademarks, patents and designs. that each party owns. As this is likely to be similar, it is a good idea to set out how the A product of human creativity such as copyrights, trademarks, patents and designs. is similar and how it is different;
specify the The parts of network addresses which identify them as belonging to particular websites. and alphanumeric telephone numbers each party agrees to the other using;
state the obligations, conditions, rights and restrictions each party is subject to;
specify the geographical places and commercial activities where coexistence is permitted. For example, if one business states that they will use their A distinctive sign used by a business to distinguish its goods and/or services from those sold by another business. on 'electricals' and the other business wants to use theirs on 'portable electronic devices', it is unclear where products such as mobile phones would sit;
specify a start date and (if applicable) an end date of the agreement;
specify that the agreement can only be changed in writing with the consent of both parties;
there may be changes in each party's business, or in the wider commercial world, that mean it becomes impractical for both businesses to function properly side by side. In order to deal with this possibility, it is a good idea to include a term in a An agreement between two or more businesses allowing them to operate without fear of interfering with each other's intellectual property rights. Coexistence agreements are most commonly used to avoid confusion where two businesses or people have similar names. whereby either party can withdraw from the agreement after giving the other party a specified amount of notice;
include a term to review the agreement at a future date. This means that all parties can monitor how the agreement is working and whether it needs to be amended to reflect any changes, and if so how the agreement can be amended (eg in writing and with the consent of all parties);
state that if one A provision or section. Usually in a contract. of the licence is deemed to be unenforceable, the rest of the agreement is unaffected and remains in force;
clearly state the events in which a party can terminate the agreement, for example if one party becomes Unable to pay debts as they become due. or infringes on the other's A product of human creativity such as copyrights, trademarks, patents and designs. rights;
set out how disputes should be handled and resolved. If you can avoid going to court to settle disputes and use other means instead, for example meditation or A form of alternative dispute resolution whereby the parties agree to allow an independent and impartial person (the arbitrator) to decide how their legal dispute should be resolved. Any decision made by an arbitrator is legally binding on the parties., you can avoid costly and lengthy Legal action which is being pursued through a court.;
state the law that applies to the agreement and the country in which any legal action should be brought in the event that a dispute does go to court (this is usually only necessary if you are making the agreement with a business which is based in or trades in another country); and
ensure that the final agreement is signed properly by both parties, and both parties have copies of it for their records.