IT Software, IP & Confidentiality

Intangible assets are becoming more important, this includes retention of information and know-how, customer lists and business process systems.

Nicholas Clayhills

Conducting business with potential partners or customers / clients requires scoping, implementation and subsequent management.

“When we bought our business in 2009, Nic Clayhills professionally guided the process to completion, there was no stone unturned. Four years later and Nic’s due diligence is invaluable. When we engaged Clayhills we didn’t understand that we would be forming one of our most important business relationships. Nic, over the years has successfully advised and represented us. I could not recommend Nic more highly”

Documenting work flow, tagging confidential information, protecting trademarks, business names and web url’s, are often not top of mind, but if lost or comprised will damage business brand and value.

Being open to discuss these topics will enable you to map your needs and resource up where you need ongoing protection and assistance. No one expects you know this area, if it more a case of realising that need help because you are not sure.

Business acquisitions will bring this discussion to the forefront and you need to decide what to do with them, who owns them and possibly their relative worth.

They are topical when discussing outsourcing, web development, in-house IP development, non-disclosure agreements (NDA’s) and pitching for competitive tenders.

Common IT Software, IP & Confidentiality Questions

How exclusive should the agreement be?

Exclusivity provides greater degree of certainty and commitment for all parties. It suits specialist services and solutions that require a very close working relationship. A non-exclusive agreement tends to reduce commitment and suits generic services, with little business dependency.

Who owns the Intellectual Property (I.P.)?

Although the customer owns the ‘idea’ for developing a product or service (like software technology), the underlying code and structure of the I.P. usually already exists or is created by the service provider. The different I.P. claims should be clarified during contract formation, not at the end of the contract.

What operating standards should we adopt?

As with a sign-off, performance standards should be agreed and written up. These are known as: SLA’s (Service Level Agreement), KPI’s (Key Performance Indicators) and KRA’s (Key Result Areas). These performance standards are based on priorities and need tailoring for each contract. Any failure to meet performance standards then triggers a ‘cost’ or default consequence.