Contracts: Agreements between two (or more) entities that include a transaction of Intellectual Property and/or Intellectual Property Rights and/or Confidential Information, where these terms may be defined as:

  1. Confidential Information means all information and data relating to and derived from either party, their technology, and/or business plans, and includes but is not limited to inventions and discoveries whether or not patentable, designs, prototypes, business information, business plans, sales information (including current or potential customers), software, algorithms, databases, marketing, product, and/or market research information, trade secrets, processes of manufacture, know-how, research and development plans, laboratory protocols, laboratory notebooks, experimental data, employee identities, and information about employee position, performance, and remuneration. Confidential Information includes, but is not limited to, information in verbal, written, or machine-readable form, and information gathered from inspection of any property, activities, or facilities, regardless of whether the information is specifically marked as confidential or proprietary. However, Confidential Information shall not include information which:
    1. the recipient can show was in their possession prior to its disclosure by the disclosing party, and which is not subject to another obligation of secrecy and/or non-use;
    2. becomes available to the recipient on a non-confidential basis from a source other than the disclosing party, provided that source is not themselves under obligations of confidentiality with respect to that information; or
    3. becomes part of the public domain through no fault, act, or omission of the recipient.

b. Intellectual Property means anything that may be protected by any Intellectual Property Right including, but not limited to, works, performances, discoveries, inventions, trademarks (including trade names and service marks), domain names, industrial designs, trade secrets, data, tools, templates, technology (including software in executable code and source code format), Confidential Information as applicable, mask work, integrated circuit topographies, documents, or any other information, data, or materials and any expression thereof.

c. Intellectual Property Right means any right that may be granted or recognized under any Canadian or foreign legislation regarding patents, utility models, copyright, neighbouring rights, moral rights, trademarks, trade names, service marks, industrial designs, mask work, integrated circuit topography, privacy, publicity, celebrity and personality rights, and any other statutory provision or common or civil law principle regarding intellectual and industrial property, whether registered or unregistered, and including rights in any application for any of the foregoing.

d. The following is a non-exhaustive list of contract types where Intellectual Property Rights are often transacted:

  1. Employment Agreements
  2. Sales Representative Agreements
  3. Consulting Agreements
  4. Non-Disclosure or Confidentiality Agreements
  5. Master Service Agreements (MSAs)
  6. Material Transfer Agreements
  7. Licensing Agreements
  8. Franchise Agreements
  9. Joint Venture Agreements
  10. Research Agreements
  11. End User Agreements
  12. Terms of Services
  13. Customer Agreements
  14. Sales Agreements

2. Copyright Including Moral Rights and Neighbouring Rights: Protects literary, artistic, dramatic, or musical works (includes software code, but does not offer sufficient protection to exclude competitors). Copyrights exists during your lifetime and for 50 years following your death. Generally, copyright exists upon creation of the work without registration.

a. Moral Rights: Moral rights are rights of creators of copyrighted works that include the right of attribution, the right to have a work published anonymously or pseudonymously, and the right to the integrity of the work.  Moral rights are distinct from copyrights: a creator may assign the copyright in a work, but will still retain moral rights unless they are specifically waived.

b. Neighbouring Rights: In copyright law, neighbouring or related rights are the rights of a creative work that are not connected with the work's actual author. For example, neighbouring rights include the rights of performers, phonogram producers, and broadcasting organisations.

3. Domain Names: A domain name is a registered Internet address that enables Internet users to locate an entity’s website.

4. Geographical Indications: A sign used on products that have a specific geographical origin and possess qualities or a reputation that are due to that origin. The sign must identify a product as originating in a given place.

5. Industrial Designs or Design Patents: Protects the visual features of shape, pattern, configuration or ornament, as applied to a finished article. Industrial designs have features that appeal to the eye and the design must be new. Holders should file an industrial design application before the design is publicly disclosed. Registration protects your design for up to 15 years from filing date.

6. Integrated Circuit Topography (ICT): ICT registrations give the creator exclusive rights for a period of ten years after registration for electronic integrated circuits or IC products that are configured and interconnected.In the US, registrations for two- and three-dimensional layouts of ICs are known as mask work.

7. Patents: Patents protect new and non-obvious inventions or improvements to existing inventions. Patents can be a product, process, machine, composition, or improvement thereof. Patent applications should be filed before the invention is publicly disclosed. Patent protects your invention for 20 years from the filing date.

8. Plant Breeders' Rights (PBR): Also known as plant variety rights (PVR), plant breeders’ rights are rights granted to the breeder of a new variety of plant. They give the breeder exclusive control over the propagating material (including seed, cuttings, divisions, tissue culture) and harvested material (cut flowers, fruit, foliage) of the new variety for a number of years.

9. Personality Rights: Personality rights are generally considered to consist of two types of rights:

  1. the right of publicity, or the right to keep one's image and likeness from being commercially exploited without permission or contractual compensation.  This is similar (though not identical) to the use of a trademark, and in common law jurisdictions, infringements of publicity rights may fall within the tort of passing off; and
  2. the right to privacy, or the right to be left alone and not have one's personality represented publicly without permission.

10. Trademarks: Combination of words, sounds, or designs used to distinguish your product or service from others. Trademarks protect business names, brand names, logos and slogans. Trademark can be disclosed and trademark registrations last for 10 years and can be renewed in perpetuity.

11. Tradename: Also known as a trading name, operating name, or business name, a tradename is a name under which a company operates that is different from its registered name. Registration of tradenames with a relevant government body is often required.

12. Trade Secrets: Valuable business information that is derived from its secrecy. Examples include sales methods, client lists and supplier lists. Holders of trade secrets are advised to keep them secret through strong confidentiality / non-disclosure agreements and (cyber) security measures.

13. Utility Models: Utility models provide protection of “minor inventions” through a system similar to the patent system, where the patentability requirements are generally limited to novelty only (and not the more stringent requirement of inventiveness).