Upon completion of this intensive course, participants will be able to:

• Differentiate between various types of Intellectual Property (patents, trademarks, copyrights, trade secrets).
• Draft and negotiate robust ownership, licensing, and assignment clauses for both pre-existing and newly developed IP.
• Identify potential IP infringement risks within contract scopes and implement preventative measures.
• Structure and manage Non-Disclosure Agreements (NDAs) and confidentiality clauses effectively across different jurisdictions.
• Establish clear contractual mechanisms for handling confidential information post-termination or expiration of a contract.
• Address the complexities of open-source software and embedded IP in commercial agreements.
• Develop internal protocols for marking, handling, and protecting trade secrets referenced in client contracts.
• Apply best practices for IP due diligence during merger and acquisition (M&A) contract reviews.

• Contract Managers and Administrators
• In-house Legal Counsel and Paralegals
• Procurement and Sourcing Specialists
• Business Development Managers
• Project Managers responsible for IP-heavy deliverables
• Senior Executives responsible for commercial strategy
• Compliance and Risk Officers

• Case studies focusing on high-stakes IP disputes and NDA breaches.
• Contract drafting workshops for IP ownership and licensing clauses.
• Mock negotiation role-plays for confidentiality and indemnification terms.
• Group activities analyzing sample contracts for IP risks.
• Discussions on recent case law and landmark IP contract rulings.
• Individual exercises in redlining and commenting on protective provisions.

Unit 1: Foundations of Intellectual Property in Contracts

• Detailed review of patents, trademarks, copyrights, and trade secrets.
• Defining proprietary versus non-proprietary information in a commercial context.
• The concept of "work for hire" and its implications for contractual IP ownership.
• International IP protection mechanisms (e.g., Madrid Protocol, Berne Convention).

• Distinguishing between exclusive, non-exclusive, perpetual, and limited-term licenses.
• Negotiating scope of use, territorial restrictions, and field of use limitations.
• Drafting clauses for royalties, payment structures, and reporting obligations.
• Analyzing common pitfalls in IP indemnification and warranty clauses.

Unit 2: Non-Disclosure Agreements (NDAs) and Confidentiality

• Defining confidential information with necessary clarity and required exclusions.
• Establishing the standard of care and purpose limitation for use of information.
• Structuring term limits, return/destruction requirements, and survival provisions.
• Best practices for using unilateral vs. mutual NDAs in various business scenarios.

• The intersection of confidentiality, data protection (GDPR/CCPA), and security requirements.
• Contractual provisions for protecting PII and sensitive operational data.
• Managing sub-contractor and third-party access to confidential information.
• Mandatory breach notification clauses and liability limitations.

Unit 3: IP Ownership in Development and Service Contracts

• Structuring joint ownership and co-development agreements (e.g., JDA).
• Addressing rights to improvements, derivative works, and background IP.
• Negotiating allocation of costs and profits from jointly developed IP.
• Common disputes arising from ambiguous IP contribution clauses.

• Understanding how implied licenses can arise and how to contractually prevent them.
• The doctrine of promissory estoppel and its effect on IP rights in contracts.
• Drafting strong non-assertion and covenant-not-to-sue provisions.
• Reviewing case law on implied IP rights in commercial agreements.

Unit 4: Advanced IP Enforcement and Remedies

• Drafting liquidated damages clauses specific to IP misuse.
• Securing the right to injunctive relief and specific performance contractually.
• Strategies for handling IP-related breach of warranty claims.
• Post-termination rights, license survival, and transition services clauses.

• Distinction between IP warranties and IP indemnification obligations.
• Negotiating caps on liability and exclusions for willful infringement.
• Managing the control and cooperation obligations during an IP claim defense.
• Review of common exceptions to the IP indemnity obligation (e.g., customization).

Unit 5: Global IP Considerations and Ethical Practice

• Addressing IP enforcement across multi-jurisdictional contracts.
• The impact of choice of law and choice of forum clauses on IP disputes.
• Structuring contracts to comply with varying international IP laws.
• The role of the World Intellectual Property Organization (WIPO) and related treaties.

• Establishing an ethical framework for handling third-party IP and confidentiality.
• Training and internal awareness programs for contract-related IP compliance.
• The contract professional's role in preventing corporate espionage and data leakage.
• Ethical considerations when negotiating terms with start-ups and small businesses.