As the agency was coming to the end of its involvement in the project, Crumbs Martech wanted to ensure that it owned all the IP rights in the improved demo, as well as ensuring that the agency couldn’t use any of the materials that had been provided to it on other projects.
Our client initially decided to draft its own ‘do-it-yourself’ legal agreement. It had been led to believe, thanks to a little guidance from the internet, that these were pretty straightforward. However it soon became clear that this wasn’t the case and we were referred as a firm that could help. To complicate matters further, Crumbs Martech was about to go through a funding round, so time was of the essence.
In this situation, the key issues were to identify:
- what had been created by our client
- what information had been provided by our client to the agency under a duty of confidence
- what IP rights attached themselves to the improved code
- which warranties we could reasonably ask the agency to provide to protect our client
We undertook negotiations on behalf of Crumbs Martech to agree and execute the terms of an agreement. This included negotiating what IP rights were to be transferred to our client and which warranties and undertakings we were able to secure.
We were able to ensure a swift and certain outcome for Crumbs Martech.
Over a period of just 36 hours, we were able to:
- negotiate, draft and conclude an agreement which transferred the IP rights in the code for the improvements to our client
- secure warranties and undertakings to protect our client’s business in the future
This enabled Crumbs Martech to embark on a successful funding round and raised its awareness of key IP considerations. Having worked with many agencies over the years, we were able to manage our client’s expectations about which warranties and undertakings it would be able to obtain, which helped to ensure that the negotiations were relatively painless for both parties.