Not For Profits: Protect Your Intellectual Property

In a recent example, a charitable organisation lost control over its Intellectual Property because their supplier contracts did not deal with Intellectual Property ownership.

Their marketing campaign involved a supplier putting in a lot of work creating print and digital advertising that incorporated intellectual property (“IP”), including logos and branding, belonging to both the charity and the supplier.  At the end of the campaign, when the agreement terminated, the supplier continued using some of this advertising imagery without talking to the charity about it.

The charity’s lawyers asked them to stop using the charity’s IP. 
It turned out that as the campaign agreement did not include any clauses about IP ownership, the charity could not stop the supplier’s use of their IP.

It is crucial that fundraising contracts and agreements deal with intellectual property ownership and rights thoroughly.  Things to consider:

• Who owns existing or background IP?
• Who owns newly created IP?
• Protection of contemporaneous IP creation
• Licence types
• What happens at termination?

It is important to think about what you want to happen when the contract or agreement terminates.  IP clauses often survive termination, meaning that the parties are bound by the clauses relating to IP even though they are no longer bound by the rest of the agreement.  This provides longer term protection of IP, and would certainly have helped the charity in the above example.