Intellectual Property Clause Regarding Company Ownership of Employee Created Works
Recitals
During the time of incorporation of the Company, the employee was the original owner of the held property rights on the intellectual property specified and related to this company which deals with Coffee growing and Milling. The employee developed the intellectual property to be used either indirectly or directly by our company in connection with conducting businesses. The employee understands that our company respects the proprietary rights of third parties and does not in all means desire to disclose any confidential information and trade secrets to third parties. Any disclosure of information disclosure to third parties should only be authorized and conveyed by the relevant authority.
Legal Issues Addressed by the Clause
Since the intellectual property was developed in connection with the business. The employee warrants and represents to the company that;
Delegate your assignment to our experts and they will do the rest.
He or she is not under any existing or pre-existing obligation against or inconsistent with the terms and agreement of this intellectual property.
The employee is certain that the intellectual instrument is his original undertaking, clear and free from claims, and, to his best knowledge it is his original work and that it will not infringe other people's copyrights or violate a trade secret of another company ( Pabst,1997)
The intellectual property delivered by him will not conflict or violate or lead to a breach of terms, duties, conditions, or obligations.
The employee has not in any way authorized or granted any third party to use the instrument or he has not agreed with any other party to enforce legal actions on use of the intellectual property.
Potential Legal Defenses
A company is subject to owing an employee’s invention if the employee was employed by the company with a foreseeable invention and /or the invention was part of the employee’s job description. However, the employee should have full access to his invention if he or she came about with the invention on his own (Pabst, 1997). In other circumstance, other general employee’s and staff would also be denied the invention if the circumstance surrounding the invention processes required on relied heavily on the company’s resources. The company would take action if the invention came about its operations and attain privileges to it. This will restrict any other party from claiming it. On the other hand, any party present feeling left out or that the invention might have been a party by ; having both parties as signatories to the privileges would be free to raise the questions with the court .
Summary of the potential legal defenses available to the contract formation
Fraud in such inducement where one side is purposely misled in regards to the term or other factors in the contractual agreement leading to the topic in question.
Dress refers where a party can argue that he entered into the agreement either by force or threat.
The party had no legal capacity to enter a contract for instance, where a party fails or lacks a proper legal contract or was not in the right mind when making the contract.
In cases where a contract may be made for sole purpose of a third party benefiting.
Remedies for breach of contract that might be available if someone breached the contract
Employers and companies would both benefit or suffer from the remedies in law that would arise once a contract from both parties has been breached. The most popular mode of compensation is monetary compensation where the court would take hold of the proceeding in understanding the case. Listed below are some of the monetary compensations currently in place.
Compensatory damage
This will only work where the court allows the complainant to receive an equivalent amount that they would have received elsewhere.
Restitution
This only happens when the court orders the person who faulted or breached the agreement/ contract to him or her back. Punitive damage, the amount of money the court will order a party to pay as punishment.
Nominal damage
The money paid where both parties were yet to suffer any harm through the breaching of the contract (Wilkof, 2013). This money can either go to the court or the complainant depending on the nature of the case.
Patent and trademark infringement
These primarily will be under the civil law where the company would be liable or answerable to infringement for attempting or selling the invention without the creator’s written confirmation. In the case where the company fails to adhere to the said clause, the law would protect the employee/ creator from the breach of the agreement . In the case the creator opting to get help from another parting in mass production the invention, he or she would be given a good share through IP law.
Quantum meruit
An award by the court to any party for the task or duty deserved. This is done mostly by factoring the time before the breach was made.
References
Pabst, P. L. (1997). Legal Issues Involved in Tissue Engineering: Intellectual Property Issues. Synthetic Biodegradable Polymer Scaffolds, 15-32. doi:10.1007/978-1-4612-4154-6_2
Wilkof, N. (2013). Paradoxes and intellectual property law. Journal of Intellectual Property Law & Practice, 8 (6), 423-423. doi:10.1093/jiplp/jpt085
Maestrejuan, A. R. (n.d.). Managing invention: Setting the boundaries of ownership. Knowledge Management and Intellectual Property, 44-61. doi:10.4337/9780857934390.00009
