Intellectual Property
This section clarifies the ownership and usage rights of intellectual property (IP) and materials exchanged or created during the consultancy engagement:
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Pre-existing IP: Each Party retains all rights, title, and interest in any intellectual property that was developed or acquired by that Party prior to the commencement of this engagement, or developed independently of this engagement. For example, any proprietary tools, software, templates, processes, or methodologies that the Company has developed prior to working with the Client remain the sole property of the Company. Similarly, any of the Client’s pre-existing materials (such as internal documents, logos, brand materials, or data) remain the sole property of the Client.
Work Products and Deliverables: The specific reports, documents, presentations, training materials, policies, or other tangible deliverables that are expressly created by the Company for the Client as part of the Services (“Deliverables”) will become the property of the Client upon full payment of all fees related to those Deliverables. The Company hereby grants the Client a worldwide, perpetual, non-exclusive license to use, reproduce, and modify the Deliverables for the Client’s internal business purposes. Until full payment is made, the Company retains ownership of the Deliverables. If the Client fails to pay as agreed, the Company may withhold Deliverables or revoke the license to use them.
Company’s Proprietary Materials: Notwithstanding the above, the Client acknowledges that in the course of providing Services, the Company may utilize its proprietary methodologies, templates, software, know-how, and other intellectual property (“Company IP”). Except for Deliverables specifically prepared for the Client, all rights to the Company IP remain with the Company, and no ownership or title to the Company IP is transferred to the Client. To the extent Company IP is incorporated in any Deliverable, the Company grants the Client an irrevocable, royalty-free license to use that Company IP only as part of the Deliverable and for the Client’s internal use. The Client agrees not to disclose, distribute, or allow third-party access to the Company’s proprietary materials without the Company’s express written permission.
Client’s Intellectual Property: Any intellectual property supplied by the Client to assist in the Services (for example, the Client’s logos, existing policy documents, or software systems) remains the Client’s property. The Company is granted a limited license to use such Client IP but strictly for the purpose of performing the Services for the Client. The Company will not use or incorporate the Client’s IP in work for other clients without authorization.
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Third-Party Materials: If any third-party intellectual property (such as licensed software, assessment tools, or copyrighted content) is to be used or provided as part of the Services, the Company will inform the Client and, if necessary, obtain appropriate licenses or permissions. Any license fees or usage restrictions for third-party materials will be communicated to the Client. The Client agrees to comply with any end-user license agreements or terms governing the use of third-party materials delivered under this Agreement.
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Trademarks and Use of Name: Neither Party is granted any rights to the trademarks, service marks, or trade names of the other Party under this Agreement. The Client’s use of the Company’s name or logo (for example, in announcing the engagement or in any public materials) and the Company’s use of the Client’s name or logo (for example, in marketing materials as a client reference) shall each require prior written consent from the other Party, except as otherwise permitted in the Confidentiality section’s “No Publicity” clause.
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Residual Knowledge: The Company’s consultants may retain in their memory general knowledge, experience, skills, and know-how developed in the course of the engagement (provided that such retention does not result in disclosure of the Client’s Confidential Information). The Client agrees that the Company and its personnel are free to use such residual knowledge in subsequent engagements, so long as this use does not include any of the Client’s Confidential Information or identifiable proprietary materials.
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By clarifying intellectual property rights, both Parties ensure that they can confidently use their respective materials and the results of the engagement without misunderstandings. This Intellectual Property section shall survive the termination of the Agreement, meaning both Parties’ rights and obligations regarding intellectual property continue even after the Services have been completed or the Agreement ends.