IP rights are protected by laws enacted so that creators can benefit when they choose to share their creations with the public. Laws protecting IP incentivize the creation of new, original, and useful works/inventions, which will benefit society as well as their creators. In general, IP rights allow creators to authorize the use of and benefit from their creations for a certain timeframe, after which the general public may use a creation without restrictions from the owner of the IP. However, IP rights in a creation are not always owned by the creator (for example, if the creator has sold their IP rights to someone else or created their work in the course of their employment).

It is also important to keep in mind that each country has its own IP laws, and so the IP rights that a creator may own can vary in each country. In order to understand what IP rights may apply, please keep in mind which country’s (or countries’) laws may apply. The ALAS Legal Database provides summary information about the laws of the province of Ontario in Canada, and may not include all of the information you require.

Below are a few of the different types of IP rights available to different types of creators. For more information, please see more detailed articles on each type of IP in the ALAS Legal Database:

Copyright
Certain types of creative expressions (known as ‘works’) may be eligible for copyright protection. The owners of copyright in a work are exclusively entitled to use that work (such as to publish, modify, or distribute the work), and it may be an infringement of copyright for someone else to use the work without permission. Copyright protection generally lasts for the lifetime of the author, and then for a further period that varies by country (in Canada, 70 years from the end of the year of the author’s death).

Trademarks
The providers of goods and services (such as companies or retailers) may use certain indicators to distinguish their goods or services from those of other businesses. These source indicators are known as trademarks, and can come in a variety of forms such as business names, logos, slogans, or packaging. If two businesses or proprietors offer the same types of goods and/or services using confusingly similar trademarks then this could be an infringement and/or passing-off (i.e. one business pretending to be another to fool customers).

Industrial Designs
IP law can be used to protect certain types of non-utilitarian visual designs, such as plans for three-dimensional objects or functional two-dimensional graphics (e.g. an app user-interface). This area of law generally only protects the non-useful, ornamental elements of designs, and not their intended function. For example, it could be possible to protect a distinctive and visually appealing chair, but not the concept of a chair. INdustrial design protection can help people creating goods to protect the unique visual elements that make their goods aesthetically appealing.

Patents
Inventors can sometimes protect their concepts for new and unique ways of doing things (i.e. an invention). This protection allows them to prohibit others from using the invention for a certain period of time, giving the inventor an opportunity to profit from their idea. The requirements for an idea to be patentable vary from country to country, but generally the invention must be novel and not obvious, as well as useful.

Trade Secrets
IP rights generally do not protect information per se, and so trade secrets refers to a protection strategy for information that is important to a business (such as concepts, ideas, formulas, recipes). Because IP rights do not prevent others from using the information, the business that owns it must keep the information secret. This is often accomplished by only sharing the information with select individuals, and entering into non-disclosure agreements (NDAs) with those individuals to ensure that they keep the information to themselves.

The post Intellectual property primer appeared first on ALAC.

Contracts help prevent misunderstandings by clearly stating who is involved, what’s being agreed to, how it will happen, and what should happen if something goes wrong.

For artists, a signed contract is one of the best tools to protect your rights and ensure fair treatment. It creates a clear record of the agreement, sets expectations, and provides a foundation if a dispute arises.

In short: A contract helps make sure everyone is on the same page and gives you something to rely on if circumstances change.

Full Article Below

Why are contracts important?

The goal of a contract is to clearly set out an agreement between the parties to ensure there are no misunderstandings. Ideally, a contract should clearly set out (a) who it involves and the nature of their relationship, (b) what good or service is being provided, (c) how and when the good or service is to be provided, and (d) what happens if anything goes wrong. With these issues covered, a contract can ensure that an agreement between parties goes smoothly and according to plan. Additionally, if anything unexpected happens, or if the parties disagree, a contract can ensure that each party’s rights are protected and they are able to get any good or service (or other compensation) to which they are entitled.

For artists, having a signed contract can be the best way to ensure that your rights and interests are protected. Contracts provide a way to clearly set out the agreement between you and anyone you are working with, and so they are one an opportunity to make sure you get what you bargained for and are not taken advantage of. They can ensure that everyone involved is clear on the terms, and spell out what should happen if anything goes wrong (both so the people involved understand and agree, and to demonstrate the deal to an authority like a court if the need arises). Whenever there is an important situation (such as a sale or show), artists should always consider having a contract to make sure that everyone involved understands and agrees how everything is supposed to proceed.

The post Why are contracts important? appeared first on ALAC.

TL;DR: What is in a contract?

Most contracts include key elements that define the relationship between the parties and clarify what each side is agreeing to. These often include:

• Parties: Who is involved in the agreement.
• Term: How long the agreement lasts, or when it ends.
• Subject: What is being exchanged (goods, services, and value).
• Territory: Where the contract applies (e.g. local, national, global).
• Payment: How, when, and what form of payment is provided.
• Representations & Warranties: Promises each party makes about themselves or their ability to enter the agreement.
• Indemnity: Who is responsible if something goes wrong or if there’s a third-party claim.
• Disputes: How disagreements will be resolved (e.g. negotiation, mediation, or court).
• Termination: How the contract can be ended, and under what conditions.

These sections help define expectations, protect your rights, and provide a roadmap if the agreement breaks down.

Full article below

What is in a contract?

For more information about different types of contracts, and the different parts of contracts, please see the various articles throughout the ALAS Legal Database. As a general overview, many contracts will cover or include the following elements:

The Parties
In order for a contract to exist, it should be clear who the agreement is between. So it should be possible to identify the parties to a contract.

The Term
Many contracts will include details about when or how long they will apply (e.g. “I will provide this service on this date” or “I will give you this for a year”). Some contracts may continue for an indefinite period, and will last until the parties agree to ‘terminate’ (i.e. stop) the agreement. Either way, the length of a contract is known as its ‘term’.

Subject of Agreement
A contract should indicate what it covers, i.e. what good(s) and/or service(s) is/are being provided, and what value is being given in exchange. This exchange of good/service for value is the ‘subject’ of the agreement, and is the core of the contract between the parties.

Territory
Some contracts will specify that they apply throughout the entire world, or the universe. Other contracts will specify that they only apply in a certain location, such as a province, state, or country. This may mean that the service is only being provided in that territory, or that the owner of the good/service may be providing the same good/service to other parties in different territories. Paying attention to where a contract does (and does not) apply will help you understand the scope of the rights being conveyed by the agreement.

Payment
Most contracts will provide for some form of payment by one or more parties to the other party(ies). This payment is generally in exchange for the good(s) and/or service(s) being provided by the party(ies) receiving the payment. There are many different forms of payment, such as ‘lump sums’ (a one-time payment of a specific amount) or royalties (payment of a percentage of some amount). The contract should specify the form of payment (if any), and how and when it will be made.

Representations and Warranties
These are promises that a party to a contract makes to the other party(ies) to the contract. Sometimes these promises include that a party is who they say they are, or that they do not have any outstanding legal claims against them. Sometimes these promises will be fundamental to the value being exchanged between the parties. In some contracts, all the parties will make promises to each other, but in other contracts only one party will need to make these kinds of promises. Different contracts call for different types of promises.

Indemnity
An indemnity is a promise by one party to reimburse (or defend) another party for certain costs in certain circumstances. For example, if party A is granting party B permission to do something, and then party B gets accused by a third party of doing that thing without party C’s permission, then party A might agree to reimburse or defend party B from party C’s accusations. Some contracts will include indemnities between the parties to cover what happens if anything goes wrong.

Disputes
Many contracts will specify how the parties should resolve any disagreements they may have during the term of the contract. For example, sometimes the agreement may specify that the parties have to work together to try to resolve the disagreement before turning to a court. Or the parties may agree to go to a neutral third party (such as an arbitrator or a mediator) to resolve or facilitate the resolution of any disputes.

Termination
Many contracts will include specific language to address how the parties may end the agreement. For example, if Party A and Party B form a contract for Party A to provide a service to Party B, and then Party B later decides it no longer needs the service, then Party B may wish to have a contractual right to terminate the contract with Party A.

Alternatively, if Party B ‘breaches’ the contract (i.e. they fail to meet any obligations or promises that are part of the agreement) then Party A may want to have the right to end the agreement and stop providing the service to Party B.

Some contracts will specify the process or timeframe for terminating the agreement (e.g. before Party B can terminate the contract they have to give Party A with at least one month advance notice, and that termination must be signaled in writing). How a contract may be terminated can be very detailed and may take many different forms, so you may wish to look through the ALAS Legal Database for more information.

Illustration by Kristine Buerano

The post What is in a contract? appeared first on ALAC.

TL;DR: Written vs. verbal contracts

Verbal contracts can be legally binding, but they come with serious risks, especially for artists.

Without anything in writing:

• There’s no physical proof the contract exists.
• It’s easier to disagree about what was actually agreed upon.
• It’s harder to enforce the agreement in court.
• Third parties (like buyers or funders) may not accept a verbal agreement as valid.

Some contracts (like assigning copyright) must be in writing to be valid.

The more important the agreement, the more important it is to get it in writing. A written contract protects everyone and reduces misunderstandings.

Full Article Below

Written vs. verbal contracts

A contract is a binding agreement between two or more parties. In order for an agreement to be binding, there must be a few important features that are required for all contracts. In addition to the key elements of a contract, some contracts must be written in order to be effective (such as an assignment of copyright). However, it is sometimes possible to form a contract verbally, without putting anything into writing.

Verbal contracts can present a variety of risks and concerns:

• Generally speaking there is no physical evidence of the contract, and so it is up to the parties to demonstrate that the contract has been formed
• Because the contract is not written, there is no agreed-upon contractual language and so there is a much higher chance that the parties may disagree on the terms of their agreement
• Both of the above concerns can present significant issues if any party has to try to enforce the agreement, as courts are generally hesitant to apply legal consequences without written evidence of agreement between the parties
• In certain cases there may be other people who require you to prove that you have a contract (such as if you are trying to sell an artistic work that include any commissioned elements). If a third party requires you to have a contract in place then you may not be able to rely on a verbal agreement, and could have to prepare written terms after-the-fact

Artists should be careful about entering into or relying upon verbal contracts. The more important an agreement is, the greater the importance that the parties enter into a written agreement that clearly sets out the terms. Unwritten contracts come with significant uncertainty and risk, and leave open the potential for issues to arise down the line.

Illustration by Kristine Buerano

The post Written vs verbal contracts appeared first on ALAC.

For a contract to be valid, it must include four key elements:

• Offer: One party proposes to do (or not do) something in exchange for value.
• Acceptance: The other party agrees to the offer. Once accepted, the offer can’t be withdrawn.
• Consideration: Something of value must be exchanged (example: money for services or goods).
• Intent: All parties must intend to enter a legally binding agreement.

If any of these elements are missing, there may not be a valid contract.

Contracts don’t always have to be in writing; verbal or implied agreements can also count.

Full article below

How do contracts work?

There are four main elements to the formation of a contract:

Offer
At its core, every contract must involve an offer to do (or not do) something. This can take many forms, such as an offer to sell a car, or to provide bartending services for an event. But generally speaking, every agreement involves some form of an offer of an exchange of value.

Acceptance
The party (or parties) to whom the offer is made must accept the offer. Once a contractual offer has been accepted then the offer may not be withdrawn.

Consideration
In order for the accepted offer to be binding, there must be some form of value exchanged. For example, if someone agrees to pay $500 for a car, then the $500 being paid to the seller is the consideration for the car. It is a form of value being exchanged for the car being offered.

Intent
The final component of a binding contract is that all parties must intend to enter into a binding contract on the agreed-upon terms. This can be demonstrated in a variety of ways, including by having the parties sign the final version of an agreement. The purpose is to show that the parties reached terms that they agreed upon and accepted those terms as a contract.

A contract may be formed whenever these four basic elements are present. Once a contract is formed then it can be legally binding, and any party to the contract may try to enforce it against the other party(ies). However, if any of the four elements are missing then there may not be an agreement that the parties can rely on.

It is also important to keep in mind that not all contracts need to be in writing, and so a contract may be formed verbally.

The post How do contracts work? appeared first on ALAC.

TL;DR: What is a contract?

A contract is an agreement between two or more people or organizations. It doesn’t always have to be written; it can also be verbal or implied (like through emails or conversations).

In most cases, one party provides a good or service, and the other provides something of value in return. This exchange is called consideration, and it’s a key part of any contract.

A good contract should clearly state:

• Who is involved
• What the agreement is about
• How the agreement will be carried out
• What happens if something goes wrong 

In short, contracts help make sure everyone is on the same page and knows what to expect.

Full article below

What is a contract?

A contract is an agreement between two or more individuals and/or companies. The participants in a contract are known as the ‘parties’. The contract can be a written document, however sometimes an agreement may be implied (such as verbally or by correspondence between the parties). Generally speaking, one (or more) party(ies) will provide a good or a service, and in exchange the other party(ies) will provide something of value (such as monetary payment, or some other form of value). This exchange of value for a good or service is known as ‘consideration’, and it is a key element of a contract.

Contracts are important, and it is critical to understand how they work and what they include. They are not necessarily complicated but they can come in many different forms, and cover a wide variety of different exchanges of value. Some contracts can transfer a good (“I sell you this car”) or provide a service (“I will do this for you on this date”), while others can grant permission (“you are allowed to do this for a year”). But ideally every contract should clearly set out who they involve, what the agreement is about, the details of how the agreement will be carried out, and what happens if anything goes wrong. With these elements in place, a contract will fulfil its purpose of ensuring there is no misunderstanding between the parties to the agreement.

Illustration by Kristine Buerano

The post What is a contract? appeared first on ALAC.

Collective administration can offer a number of advantages to both copyright owners and users. For copyright owners, the exploitation of copyright-protected works can be a full-time or arduous job, and so it can be extremely helpful to leave that task to a knowledgeable organization with relevant expertise. Collectives focus on licensing, and so they may have more expertise administering rights than the copyright owners themselves. For users, it is much more efficient to go to one place to obtain licenses for a large number of works rather than to go to each and every copyright owner to seek licensing.

Each collective operates differently, and so it is important to understand the different types of collective administration. Generally speaking, collectives tend to only administer the licensing of a single type of work (e.g. literary works or musical works) and one or small number of rights (e.g. the right to make copies or perform a work). Some collectives may take on ownership of the rights that they administer, while others only act as an agent to exercise rights on behalf of copyright owners.

The post Copyright collectives appeared first on ALAC.

Additionally, an author who owns copyright in a work is free to sell their copyright to someone else. They may sell their 100% of their copyright ownership, or they may divide it and only sell a portion of the copyright ownership (e.g. sell only 50% of copyright in a work) or just some of the rights included in copyright (e.g. the right to distribute in Canada). Copyright is divisible and so there may be multiple owners of copyright in a work, and each of these owners would hold different or proportionate rights to control and exploit the work.

Similarly, a work may be authored by more than one person, and so there may be multiple co-authors of a single work. In that scenario, each co-author would own a portion of the copyright in the work. The co-authors may share equal portions of the copyright, or they may have privately agreed to different shares of rights, and they can even divide different elements of a work (e.g. two writers of a song could agree that one owns the lyrics and the other owns the music, but both jointly own the song).

Copyright is “divisible” in these kinds of ways.

It is important to keep the distinction between copyright ownership and authorship in mind. It is also important to remember that physical possession is not the same thing as copyright ownership. For example, if a painter sold their painting at auction then that would not necessarily transfer copyright in the work: the purchaser may own the painting itself, while the painter may still own the copyright (and would still hold moral rights as an author).

The post Copyright is divisible appeared first on ALAC.

In Canada, for a work to be protected by copyright, it must be an original expression that is the product of intellectual effort by an author, and it must be fixed in a material form. Copyright does not protect facts or ideas or unexpressed concepts. It is also important to keep in mind that the author of a work may not be the owner of copyright in that work (although the author may retain their moral rights).

The owners of copyright in a work are exclusively entitled to use that work in certain ways, including to control the publication, reproduction, communication, modification, or distribution of that work. If someone besides the copyright owner exercises any of these rights (without the owner’s authorization) then it may amount to an infringement of copyright in the work (subject to various exceptions to copyright, including fair dealing).

Generally speaking, copyright protection for a work generally lasts for the lifetime of the author, and then for a further period that varies by country. In Canada, copyright protection currently lasts for 70 years from the end of the year of the author’s death. There are certain other conditions for works prepared by joint authors, and for works by unknown authors.

The Canadian Intellectual Property Office has also published a helpful ‘Learn the Basics’ primer on Copyright, which can be found here.

The post What is copyright? appeared first on ALAC.