FEATURE Howes Percival
Securing your intellectual property before sale or seeking investment
Intellectual property is arguably the most impor- tant asset of any tech business. T e products and services of any tech business will inevitably include intellectual property, be it a software solution or a new and innovative product or process. Intellectual property rights, which include copyright, trade marks, patents, and design rights, allow the owner to prevent third parties from copying, using, selling or distributing, and profi ting from their innovations. It is vital that tech businesses ensure that their intellectual property is documented and protected as early as possible (and on an ongoing basis), to ensure that they are in the best position to take action if a third party copies or otherwise infringes their rights. Taking such action will also put the business
owners in a good position if they come to either sell the business or seek investment. Buyers and investors are particularly keen to establish: (a) what intellectual property exists and how it is protected,
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Jenna Bruce Howes Percival
particularly if there are potentially registrable rights such as patents or trade marks; and (b) that the intellectual property is in fact owned by the business. Ownership of intellectual property is not always straightforward.
Under UK law, a business will automatically own intellectual property rights created by its employees in the course of their employment. However, if the business engages a consultant or freelancer to work on a project, unless the contract between them specifi cally transfers ownership of all intellectual property rights to the business, those rights will remain with the consultant/freelancer. In an increasingly international landscape, it is even more important to ensure that ownership is clearly documented (and transferred where necessary) as the position on ownership is not the same in all countries. T e last thing a business owner wants is to lose a potential sale or investment, or face a signifi cant reduction in value, because they are unable to satisfy the potential buyer/investor that they actually own the intellectual property that they believe is theirs. Intellectual property rights that a business may own include:
James Howarth Howes Percival
- Trade Marks: most businesses have names and logos as part of their brand identity. T ese words and images may be protected as trade marks (subject to meeting the legal requirements for protection) and once registered the owner has a monopoly right over the trade mark in respect of the products and services it is registered for. Trade marks are registered for 10 years, and registration can be renewed. - Copyright: copyright protection arises automatically on creation of an original ‘work’, including books, articles, instruction manuals, website content and other written works, design/technical drawings, photographs, logos or icons, software, databases, spreadsheets, screen displays/GUIs (graphical user interface), sound eff ects, and sound recordings. Copyright does not protect ideas alone – it is the ‘expression’ or documentation of those ideas that is protected. How long copyright protection lasts varies depending on the work, ranging
ALL THINGS BUSINESS
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