What should contractor and consultant agreements provide for?

TermDescription
Ownership of new intellectual propertyThat you own new intellectual property created by the contractor or consultant in the course of the engagement.
Licensing of the contractor's 'tools of trade' or other pre-existing intellectual propertyThat the contractor grants to you a non-exclusive license in relation to any of the contractor's 'tools of trade' or other pre-existing intellectual property included in what is delivered is to you, that requires no further payment, is irrevocable, and is able to be sub-licensed.
Signing documents to record your ownership of intellectual propertyThat the contractor will sign any document that you reasonably require (e.g. a deed of assignment) to record your ownership of the new intellectual property created by the contractor in the course of the engagement.
This obligation needs to continue after the contractor agreement has ended. It may be necessary, for example, for patent application documents to be signed after the engagement has ended.
Confidential information

That in relation to your confidential information, the contractor will:

  • keep it confidential and will not disclose it to another person
  • not use it in any manner whatsoever.

This obligation needs to continue after the contractor agreement has ended.

Scope of confidential information

The scope of your confidential information that needs to be subject to those obligations needs to include:

  • the confidential information that you provide to the contractor for the purposes of the engagement, and
  • the new intellectual property created by the contractor in the course of the engagement.
Waiver of moral rightsIf the contractor will in the course of the engagement create works in which copyright subsists (e.g. computer programs), that the contractor (if the contractor is an individual) waive the contractor's moral rights in relation to any works in which copyright subsists, and if applicable, that the contractor obtain similar moral rights waivers from the contractor's employees.
  • Last reviewed: 26 Sep 2020
  • Last updated: 13 Jun 2016