An NDA — a non-disclosure agreement — legally binds the other party to keep confidential any information shared for a specific purpose and within a defined timeframe. In an IP context, it is the standard tool for protecting technology, know-how, or a product concept at the early stages of discussions with a potential partner, investor, or acquirer — before any form of collaboration begins. An NDA does not govern the collaboration itself, nor does it transfer any rights. Its sole function is to protect confidential information during the period of its disclosure and evaluation. It is not a substitute for registered IP protection or for agreements governing ownership of the work produced.

An NDA does not prevent the other party from independently developing a similar solution, does not restrict the use of knowledge they already hold, and does not replace registered protection. Where technology has significant commercial value, disclosure — even under an NDA — should be limited to what is strictly necessary for the other party to evaluate the potential relationship. The effectiveness of an NDA also depends on how precisely it is drafted: a poorly worded agreement may offer no real protection even where a breach has clearly occurred.

A licence agreement grants the licensee the right to use the IP within a defined scope, territory, and time period — the owner retains title to the assets. An assignment transfers ownership permanently and, as a general rule, irrevocably to the acquirer. A licence is the right choice when the owner wants to retain control over the IP and generate ongoing revenue from it. An assignment makes sense when the owner has no plans to continue using the asset or needs a one-time capital receipt. The choice between these two structures has significant legal and tax consequences and should be driven by strategy, not made by default.

No — and this is one of the most common mistakes in business practice. Neither a contract for services nor a freelance agreement transfers copyright in the work produced automatically. Under a contract for services, the creator retains copyright unless the agreement contains an explicit assignment. This applies to software, graphic designs, written content, technical documentation — anything produced by external contractors. Without the right contractual provisions, the commissioning party can only use the work to the extent implied by the purpose of the agreement, and cannot freely exploit or dispose of it.

Certain categories of works created by employees vest in the employer by operation of law — software developed by an employee in the course of their duties is a notable example. However, the scope of this statutory protection does not extend to all types of works and does not automatically cover projects carried out outside working hours or beyond the defined scope of employment. Employment contracts or internal policies should clearly set out the scope of IP assignment, the terms of any compensation for employee inventions, and confidentiality obligations — particularly important where employees have access to strategic technology or proprietary information.

We start by understanding the business context — the nature of the relationship, commercialisation plans, and the risks the agreement needs to address. On that basis, we prepare a draft that reflects the client's interests and the specifics of the transaction. We then negotiate with the other party and incorporate agreed changes. The goal is an agreement that is not only formally sound but one that works in practice — for the client's actual business.

Exclusive licence agreements and assignments of economic copyright must be made in writing, failing which they are void. The transfer of a registered trade mark right or patent also requires written form, and its effect against third parties depends on entry in the relevant register. Notarisation is not generally required, though it may be useful in specific circumstances — for example, in transactions involving the contribution of IP as an in-kind asset to a company. Formal requirements vary depending on the type of right and the jurisdiction.

A straightforward NDA or standard licence agreement can be prepared within a few working days. More complex agreements — covering technology transfer, joint R&D projects, or multi-jurisdictional licensing arrangements — take longer, particularly where negotiations involve multiple rounds. We align our timelines with the client's needs and the deadlines their business process requires.

Cost depends primarily on the complexity of the agreement, the number of issues it needs to address, and the scope of negotiations involved. A simple NDA is a very different exercise from a comprehensive licence agreement governing the use of technology across multiple jurisdictions with a detailed royalty mechanism. Whether the agreement is being drafted from scratch or adapted from an existing document also matters. Every engagement is quoted individually.

Yes — for agreements with a defined and predictable scope, we work on a fixed fee agreed before work begins. For more extensive negotiations or agreements where the scope is harder to define upfront, hourly billing or an agreed cost range may be more appropriate. We always provide a clear cost estimate before starting work.