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Additional NDA provisions ‐ restraint, assignment


If you are engaging an engineer, tool maker, industrial designer or software developer (i.e. anyone who will contribute intellectual property to your idea), ensure that he/she assigns all resultant intellectual property to you.

Suggested intellectual property assignment clause:


If you wish to prevent the recipient from using information that may not necessarily be patentable, consider adding a restraint clause.

Suggested restraint:

Delivery of material developed

Ensure that Recipient is required to deliver to you all tangibles and material in electronic format developed during your engagement, upon request.

Suggested delivery provision:

Delivery of source code

If you wish to engage a software developer, ensure that the developer undertakes to deliver a copy of the "source code" to you. This is often overlooked. Merely assigning copyright in the software and providing for delivery of a copy of the software (often interpreted as being limited to a compiled version / a version in object format code), is insufficient. Without access to the source code, you will likely not be able to update or upgrade your software.

Suggested source code provision:

Note: If you are developing software, ensure that you conclude a comprehensive software development agreement that details the: software specification; deliverables; payment schedule; milestones (with corresponding deadlines); and support / bug fixing obligations.

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