Intellectual Property Clause (Pro-Service Provider)

Explaining Intellectual Property

As a service provider, you may be in the business of providing the services to multiple customers and want to ensure that you are free to use the deliverables when providing the same or similar services to other customers. You may also be concerned that you may need to incorporate your own pre-existing proprietary content into deliverables you wish to retain. The customer, having paid for the services, wants to own all rights to the deliverables arising from the services. The degree of importance each party attaches to the deliverables and any intellectual property rights in them will guide your negotiations on this topic.

This pro-service provider clause grants ownership of intellectual property rights to the service provider and a limited license to the customer.

Sample Clause

Intellectual Property.

All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of the Service Provider in the course of performing the Services, including any items identified as such in the Statement of Work (collectively, the “Deliverables”) except for any Confidential Information of Customer or customer materials shall be owned by Service Provider. Service Provider hereby grants Customer a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services.