Background intellectual property rights: Overview, definition and example
What are background intellectual property rights?
Background intellectual property rights refer to pre-existing intellectual property (IP) that a party brings into a new project, contract, or collaboration. This includes patents, trademarks, copyrights, designs, or trade secrets that a party developed or owned before the agreement was signed. These rights remain the property of the original owner unless explicitly agreed otherwise.
Why are background intellectual property rights important?
Background IP rights are crucial because they protect a party’s pre-existing creations and ensure clarity in ownership during collaborative work. Without addressing these rights in a contract, disputes can arise over which party owns what—especially if new intellectual property is created during the project. Properly defining background IP rights helps preserve ownership and prevent unintended transfers.
For example, if a business uses its proprietary software as part of a client project, the software remains its property unless the contract specifies otherwise.
Understanding background intellectual property rights through an example
Imagine a design agency collaborates with a manufacturing company to create a new product line. The agency uses its pre-existing design tools and templates to develop the product. These design tools fall under the agency’s background intellectual property rights, meaning the manufacturing company cannot claim ownership or use them outside of the agreed scope of the project.
Similarly, in software development, a tech firm might use its existing codebase as part of a custom application for a client. The codebase remains the firm’s property under its background IP rights, while the custom application built for the client may be considered newly created IP.
An example of a background intellectual property rights clause
“Each party retains ownership of its respective background intellectual property rights. The use of any background intellectual property during the term of this Agreement does not transfer ownership to the other party, unless expressly stated in writing.”
Conclusion
Background intellectual property rights protect pre-existing creations that parties bring into a collaboration. Clearly defining these rights in contracts ensures that ownership remains with the original creator and avoids disputes over intellectual property. This clarity fosters better collaboration while safeguarding valuable assets.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.