If you make these adjustments in the standard template for team agreements provided by the Prime, it will go a long way in ensuring that a small business ultimately benefits from the support it has given to the preparation of the proposal. Intellectual property clauses raise difficult questions for federal contractors. In order to avoid unintended and adverse consequences, federal contractors are well advised to understand and negotiate these issues early in the team relationship. For many federal contractors, success in the marketplace depends to a large extent on their ability to develop and maintain proprietary software, processes, and technologies that set them apart from other companies. Although the development and production of these technologies under federal contracts often requires the surrender of certain technical data rights to the U.S. government, ownership rights often remain with the contractor. It is therefore particularly important to negotiate a favourable provision on intellectual property rights in the context of team agreements for the performance of federal contracts involving the development or supply of technology or software. Due to their complexity, it is recommended to assist legal advisors on these issues. From the outset of negotiations, the team partner who is to act as a subcontractor should be wary of the boilerplate clause on intellectual property, which confers and transfers to the main contractor all intellectual property rights in technologies and software “designed, used or produced to promote the agreement”. In order to justify such a cross-cutting clause, a former may argue that he is entitled to such rights because the subcontractor provides him with services in exchange for valuable consideration. Too often, the proposed subcontractor will blindly accept just to learn during the performance that the main contractor claims ownership of derivative software entirely developed and compiled by the subcontractor, a fact that may have been unforeseen at the time of the negotiation of the clause. The potential of such problems underscores the need to examine the nature of the work from the point of view of intellectual property rights from the outset of negotiations and, in addition, to avoid a global assignment of intellectual property rights.
Negotiating intellectual property rights clauses often boils down to a question of leverage. Small businesses often focus so much on the expected revenue from the contractual possibility that they don`t feel ready (and perhaps not able) to “trade” by challenging a prime minister`s proposed clause on intellectual property. It is indeed a reality that small businesses can justify opportunities for lucrative contracts despite unfavourable contractual clauses. However, the pitfall of this approach lies in the fact that the clauses relating to intellectual property rights are often quite broad and therefore do not specify which technologies can be developed during the representation. Therefore, if an unexpected problem of “data rights” arises during the performance, the processor may find itself in a very difficult situation. First, it should be recognized that many federal contracts do not involve the development, supply, or use of intellectual property. . . .