50
50 Years of Legal Experience
CPA since 1970
Lawyer Since 1973
30+ Years of Entrepreneurial Experience
Direct Attorney Access
Intellectual Property and Technology Agreements That Support Commercial Use
Legal strategy should reflect the transaction, the commercial relationship and the owner's long-term goals.
Establish Ownership at the Beginning
Businesses often assume they own software, designs, content, or other work created for them. Ownership may remain with the creator unless a written agreement transfers the rights or qualifies under applicable work-made-for-hire rules.
Arthur helps clients define ownership, permitted use, access to source materials, confidentiality, and the treatment of pre-existing technology.
Technology and Intellectual Property Agreements
- Software license agreements
- SaaS subscription and service agreements
- Technology license and royalty agreements
- Software development agreements
- Master services agreements and statements of work
- Work-made-for-hire and intellectual property assignment agreements
- Confidentiality and nondisclosure agreements
- Data access, security, and acceptable-use terms
- Reseller, distributor, and strategic alliance agreements
- Website, platform, and application terms
- Executive, employee, and independent contractor IP provisions
Software and SaaS Agreements
Software and SaaS agreements should address the service, fees, user rights, support, updates, data, security, availability, warranties, liability, and termination.
The contract should also distinguish between ownership of the platform and the customer’s rights to use it.
Licensing and Commercialization
A license allows another party to use intellectual property without transferring ownership. The agreement should define the licensed rights, territory, field of use, exclusivity, term, royalties, reporting, quality control, and enforcement responsibilities.
Arthur helps clients structure licensing relationships around the intended business model.
Confidentiality and Trade Information
Nondisclosure agreements can protect business plans, pricing, customer information, software, processes, and other nonpublic information. The agreement should identify protected information, permitted use, exclusions, duration, and remedies.
Confidentiality provisions should be coordinated with employment, consulting, development, and transaction agreements.
A Lawyer Who Understands Product Development
Arthur has designed and commercialized software for estate planning, financial planning, pension analysis, and employee benefit administration. He understands development cycles, product specifications, user requirements, licensing, and the operational pressures behind a technology contract.
This experience helps him translate legal terms into practical requirements for business and technical teams.
Frequently Asked Questions
Who owns software created by an independent contractor?
Unless there is a contrary written agreement between the company and the
independent contractor, the independent contractor (software developer) owns all
pieces of the code that he or she touched. Under US law, payment by company to contractor without an appropriate written agreement conceding ownership of the code to the company does not give the company any ownership rights in the software.
What should a SaaS agreement cover?
Common subjects include subscription rights, fees, service levels, support, data, security, intellectual property, warranties, liability, termination, and post-termination access.
Is an NDA enough to protect intellectual property?
No, a customary NDA protects confidential, non-public information; it does not transfer ownership rights, nor define licensing rights. Property ownership rights, digital or tangible, must be defined in or as part of a broader agreement defining and assigning ownership of property rights.
Can Arthur help negotiate a software license provided by a vendor?
Yes. He can review license scope, restrictions, fees, data terms, warranties, indemnification, liability, and termination provisions.
Does Arthur file patents?
Patent prosecution is a specialized practice. Arthur’s services focus on business and technology agreements. When patent counsel is needed, the client may engage a qualified patent attorney.
Protect the Rights Behind Your Technology and Content
Ownership and license terms should be clear before development begins, confidential information is shared or a product is commercialized.
Contact Arthur to discuss the technology, the parties, and the agreement required for the relationship.
