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By: Jaime Israel Dávila Gómez, Attorney
Intellectual property is a key asset that businesses must continuously protect due to the various commercial and legal relationships they engage in as part of their economic activities. For this reason, every contract should be analyzed from an intellectual property perspective to determine whether clauses should be included to safeguard these intangible assets.
It is always advisable to include a clause stating that the intellectual property (trademarks, copyrights, patents, trade secrets, etc.) involved in the relationship is the sole and exclusive property of the company. This provision should specify that its use is permitted only with the express written authorization of the owner. This prevents clients, suppliers, or service providers from mistakenly assuming that their business relationship grants them any rights over these intangible assets.
Protection of trade secrets and confidential information is another critical aspect. Such clauses should clearly define the information shared within the contractual relationship, specify which aspects are classified as confidential or trade secrets, and outline their authorized use. The agreement should explicitly state the obligation to maintain strict confidentiality and prohibit the disclosure of such information to third parties under any circumstances.
Liability for infringements must also be addressed. If the relationship involves the exchange or use of intellectual property-protected assets, it is crucial to specify that each party is responsible for any legal claims made by third parties concerning the intellectual property they contribute to the agreement.
These clauses are invaluable in contractual relationships, particularly when disputes arise, as they help facilitate effective conflict resolution.
