IPR ownership - interpretation of shareholders agreement

Fråga:

As part of a shareholders agreement, the following Intellectual Property Terms were proposed. My question is what are the implications of the passage >> will be created by any of the Parties within the business (“Intellectual Property”) << on future inventions made by a shareholders (specifically who is not employed by the company but pursues another employment or business). Does “within the business” mean that any invention relating in *topic* to the business will be owned by the company, or does it mean that the invention has to happen inside of the business, hence only applying to employees of the same company? So in the latter case, the terms would only apply to inventions made by the shareholders while employed by the company where in the former interpretation the terms would apply indefinitely to any invention in any way related to the business of the company. Could you please clarify this for me, or if possible provide an alternative wording that is unambiguous.

Besvarad av:

Sandra Jona

Juridisk rådgivare

Sandra Jona är juridisk rådgivare som stöder nystartade och växande företag i frågor som rör företagsstrukturer, ägarförhållanden och incitamentsprogram. Hon leder Legalbuddys erbjudande och arbetar med Legal Tech-initiativ inom Legal Works-gruppen.

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Thank you for your question!


Shareholders agreements play a crucial role in defining the rights, responsibilities, and relationships between shareholders and the company. One essential aspect of these agreements is addressing intellectual property rights (IPR).  Intellectual property includes patents, trademarks, copyrights, trade secrets, and other proprietary information that contributes to a company's competitive advantage. Clearly defining IPR in the shareholders agreement helps protect these valuable assets. Addressing IPR in the shareholders agreement ensures that the parties involved have a clear understanding of who owns the intellectual property created.  

 

“Within the business” 

The phrase "within the business" is ambiguous and may have different interpretations depending on case-specific circumstances and the overall context of the agreement. To avoid potential misunderstandings, it is crucial to clarify the intended meaning of "within the business" and define the scope of what should be considered the company's intellectual property rights (IPR). This might involve specifying whether the company's IPR covers any invention or creation related to the company's field or area of operation, or if it only applies to intellectual property created while working directly on behalf of the company. Determining the appropriate scope of the company's IPR will help ensure a clear and mutually agreed-upon understanding between the parties involved. 


To conclude, if the shareholders agreement does not clearly define the ownership of IPR, disputes may arise between the company and its shareholders, employees, or other stakeholders. To mitigate these risks, it is important to define IPR within the shareholders agreement clearly, taking into consideration the specific circumstances of the case and the overall context of the agreement. This will ensure a mutually agreed-upon understanding between the parties and protect the company's valuable intellectual property assets. In order to help you and interpret the specific phrasing of the agreement, we recommend that you schedule a free of charge call with one of our lawyers.

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