Six Essential Agreements Your Business Needs to Protect Its Intellectual Property

Elliott Stapleton Confidentiality and Nondisclosure Agreement, Contracts

Whether you’re a start-up business or an existing business, protecting your intellectual property is vital.  Intellectual property includes your trade secrets, customer lists, recipes, inventions, and much more.  If your business is not using all of the six agreements described below, your intellectual property may be at risk of exposure or theft.

(1) Non-Disclosure and Trade Secret Protection Agreements

This type of agreement places a restriction on the disclosure of any confidential company information or trade secrets by current or former employees.  For more information, see our article on confidentiality agreements.

(2) Non-Solicitation Agreements

Non-solicitation agreements restrict an employee from taking current employees or customers with them when they leave the company.  Without this type of agreement, your best customers and employees are at risk.

(3) Agreements Concerning a Former Employer’s Trade Secrets

When you a hire a new employee, you want to make sure he or she does not bring his former employer’s trade secrets with him or her in a way that could subject you to liability.  This type of agreement will restrict your employees from using or bringing to your company any trade secrets owned by another company.

(4) Computer Use and Access Provisions

Appropriate use of computers is vital in this age.  These types of agreements will govern what an employee can and cannot do on company computers, cell phones, and email accounts, including the disclosure of trade secrets or other confidential information.  By putting proper guidelines into place, you reduce the risk of liability and the exposure of proprietary information.

(5) Social Media Policies

More and more business are correctly recognizing the importance of a well-drafted social media policy.  Not only does this policy establish proper guidelines for social media use by employees, but it will also make it clear that any company social media accounts are the sole property of the company.  The recent case of PhoneDog, LLC v. Kravitz, which involved an ownership dispute between an employer and former employee over a Twitter account, demonstrated that the lack of a clear ownership provision can lead to costly litigation.  In addition, over the past year the National Labor Relations Board has found several social media policies to violate the National Labor Relations Act.  For more information, see our article on social media policies.  One thing is for certain – a clear and well-drafted social media policy is essential for 2013.

(6) Invention Assignment Agreements

An employer’s ownership rights in patentable material varies from copyrightable material.  If an employee creates a copyrightable work within the scope of his or her employment, the employer will generally own the copyright.  The default rule for patents, however, is that the individual inventor will own the work.  Therefore, if your business wants the ownership rights in inventions created by your employees, including the right to license them, an invention assignment agreement assigning those rights to you is a must.

If your business is in need of any of the above agreements, schedule a free initial consultation today.  Our attorneys will help you secure and protect your intellectual property.

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About the Author

Elliott Stapleton

Elliott is a partner in the firm of Cornetet, Meyer, Rush and Stapleton serving clients throughout Ohio. Elliott's business clients range from small single member companies to large privately-held businesses. CMRS Law provides legal services which include advice on Business Formation and Transactions, Real Estate Transactions, Trademark Law, Copyright Law, Estate Planning, Trust Administration, Probate Administration, and Succession Planning. CMRS Law serves clients at two locations: 123 Boggs Lane, 1st Floor, Cincinnati, Ohio 45246 and 2101 Grandin Road, Suite A, Cincinnati, OH 45208