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JGM
JGM, Solicitor
Category: Law
Satisfied Customers: 11557
Experience:  30 years as a practising solicitor.
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Shall procure the irrevocable waiver of all moral rights in

Resolved Question:

shall procure the irrevocable waiver of all moral rights in the Deliverables.
- what does that mean/entail
Submitted: 2 years ago.
Category: Law
Expert:  JGM replied 2 years ago.
Thank you for your question.
I am a lawyer with a specific interest in intellectual property law. Can you tell me the definition of "Deliverables" in the contract you are quoting from?
Customer: replied 2 years ago.

We design electronic circuit boards and the output of our work would be circuit schematic design files and similar which constitute the 'deliverables'

I could not fit the entire passage in the submission form but here it is here:

Notwithstanding the terms of the Project Proposal Terms, all intellectual property deriving from the Project (“New IP[1]”) shall, following the next occurring Milestone, and payment in connection with that Milestone, vest in IGS completely and ECE shall, on receipt of agreed funds, irrevocably assign its whole right, title and interest in and to any such New IP to IGS for no additional consideration. Accordingly, ECE shall (whenever requested by IGS, and following the requisite payment in terms of the Project Proposal Terms) do and execute, or arrange for the doing or execution of, each necessary act, document, and thing that IGS may consider necessary or desirable to perfect the right, title and interest of IGS in and to the New IP, provided to it in terms of this Letter of Agreement, and ECE shall procure the irrevocable waiver of all moral rights in the Deliverables.






[1]New IP” means patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.



Expert:  JGM replied 2 years ago.
An author of a copyright work is generally entitled to assert moral rights as the author even if the copyright is assigned elsewhere. However this clause would sever the moral rights so that the author couldn't claim credit as the author.
Customer: replied 2 years ago.

What about the section in the paragraph:

Accordingly, ECE shall (whenever requested by IGS, and following the requisite payment in terms of the Project Proposal Terms) do and execute, or arrange for the doing or execution of, each necessary act, document, and thing that IGS may consider necessary or desirable to perfect the right, title and interest of IGS in and to the New IP

I realise ECE would need to provide all design documentation etc - could we be asked to write patents for them as a result of the above as that would obviously be an additional and rather time consuming task?

Thanks

Expert:  JGM replied 2 years ago.
No, of course not. The new IP is whatever has been developed, not further IP based on past development. If you create a design file, then they would hold the IP rights in that. They can't then insist that you make the invention and patent it unless they have contracted with you to do that and pay for it.
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