Intellectual Property Lawyers for Aurora, Colorado

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Yes, you can and should include clauses in an Intellectual Property License Agreement that protect your rights as the licensor. A license agreement is your main tool for controlling how your software is used, setting boundaries for your clients, and limiting your financial exposure. The key is to draft it in a way that leaves no doubt about what rights are granted, what’s restricted, and what happens if there’s a breach. Grant of License Start with a clear license grant. Spell out that you’re giving the client only limited rights, not ownership. Most licensors define the license as non-exclusive, non-transferable, and revocable if the client doesn’t follow the terms. For example, you might allow a client to use the software only for its internal business operations, and only on a set number of machines. It’s equally important to list what the licensee cannot do, such as reverse engineering, modifying, sublicensing, or providing the software to third parties. Intellectual Property Ownership Reinforce that you retain all ownership rights in the software and any related intellectual property. A simple but strong statement is that you hold all right, title, and interest in the software, and the client only receives a limited right to use it under the agreement. This prevents confusion between a license and a sale. You can also require the licensee to notify you if they discover third-party infringement and confirm that you alone have the right to pursue action against infringers. Confidentiality If you’re providing source code, algorithms, or other sensitive information, a confidentiality clause is essential. Define confidential information broadly to include not just the software itself but also any documentation or business information you share. Require the client to protect that information with at least the same care they use for their own confidential material, and make the obligation survive termination of the agreement. Termination Every strong license has a termination clause. Termination for cause should allow you to end the agreement if the client fails to pay, violates the license scope, or breaches confidentiality. Many agreements include a short cure period, such as thirty days, for the licensee to fix the breach before termination takes effect. Spell out the consequences of termination: the licensee must stop using the software immediately, return or destroy all copies, and certify that they’ve complied. Without this, you risk losing leverage if the relationship breaks down. Payment Terms Protect your revenue by making payment terms clear. Define license fees, support or maintenance fees if applicable, the payment schedule, and penalties for late payment such as interest. Courts generally enforce these provisions as long as they’re reasonable. Disclaimers and Limitation of Liability These clauses protect you from lawsuits if things go wrong. A limited warranty might cover basic performance for a set time, but beyond that you should disclaim all other warranties. Standard language is that the software is provided “as is” and you disclaim implied warranties of merchantability and fitness for a particular purpose. To limit your exposure, cap liability at a defined amount, often the fees paid by the licensee in the previous twelve months, and exclude liability for indirect or consequential damages such as lost profits. Courts usually enforce these limits, except in cases of fraud or intentional misconduct. Audit Rights If your pricing model depends on the number of users or installations, an audit right is valuable. This allows you to check, on reasonable notice, that the licensee isn’t exceeding their rights. For example, you might reserve the right to inspect usage records once a year during normal business hours. Governing Law and Dispute Resolution Designating which state’s law governs and how disputes are resolved reduces uncertainty. Many licensors choose their home state’s law and either local courts or arbitration for disputes. Remedies Make sure your agreement lets you seek injunctive relief if the licensee misuses or discloses your software. Monetary damages often aren’t enough to protect intellectual property, so courts will enforce contract terms that authorize immediate injunctive relief. Protect Your Software with Legal Guidance When you’re licensing valuable software, the details in your agreement can make the difference between real protection and unnecessary risk. The lawyers on Contracts Counsel are available to draft, review, or negotiate a license that secures your rights and keeps your business protected.

When you’re preparing work for a client, the key issue isn’t whether you’ve run a formal copyright search, but whether you have the legal right to use the image. Copyright law automatically protects most images, so relying on the absence of a watermark or a registration record isn’t enough to keep you safe. Copyright Protection and Ownership Under U.S. law, copyright attaches the moment an original work is created and fixed in a tangible form (17 U.S.C. § 102). That means virtually every photo, illustration, or graphic you find online is already protected. Registration with the U.S. Copyright Office strengthens enforcement rights, but it isn’t required for protection. Likewise, the lack of a © symbol doesn’t mean an image is free to use. Because there’s no central database covering all copyrighted images, a formal copyright search isn’t practical or reliable in most cases. Even if you searched the Copyright Office’s records, you’d only be looking at registered works, which are a small fraction of what’s actually protected. Risks of Using Unlicensed Images If you incorporate an image without permission into a commercial project, you and your client could face serious consequences. Infringement can lead to cease-and-desist orders, statutory damages of $750 to $30,000 per work (and up to $150,000 for willful infringement) under 17 U.S.C. § 504(c), and potential liability for the copyright holder’s attorney’s fees. Courts generally view commercial use as disfavoring any “fair use” defense. Even if you didn’t intend to infringe, liability can still be imposed. Best Practices for Designers The best practice is to focus on obtaining images from sources where the licensing terms are clear and legally sound. For example: • Use reputable stock photo agencies such as Adobe Stock, Shutterstock, or Getty, where commercial licenses are explicit. • Choose Creative Commons images that allow commercial use (e.g., CC BY or CC0), but review license terms carefully. • Confirm public domain status when applicable, such as U.S. federal government works. • Contact creators directly for written permission if you want to use their work. • Keep copies of receipts, license agreements, or permission letters so you can show proof of rights if challenged. Reverse image search tools like Google Images or TinEye can be useful to trace the origin of an image and identify whether it’s sold or licensed by a third party. However, this is a step in due diligence, not a substitute for obtaining rights. Professional Responsibility As a freelance designer, your contracts may hold you responsible for ensuring that the materials you deliver don’t infringe anyone else’s rights. Delivering work that exposes your client to infringement claims can damage your reputation and your client relationship. The safest practice is to assume that any image you didn’t create yourself is protected until you confirm otherwise and secure the proper license.

Although not necessarily required, the parties to an asset purchase agreement oftentimes find that it is in their best interests to work with a knowledgeable intellectual property attorney. The attorney can negotiate and draft the parts of the agreement that pertain specifically to intellectual property. The attorney can also assist with the parts of the agreement that do not appear to affect intellectual property but have the potential to. If you are considering an asset purchase agreement that involves intellectual property, you should also consider hiring an intellectual property attorney.

You might think that because you wrote the code, you have the right to share it, but that’s not how developer agreements usually work. In Washington State, these contracts are enforceable, and they can absolutely stop you from sharing or reusing code you created during a project. It really comes down to ownership, and under most contracts, that ownership belongs to the company, not you. Let’s Talk About Who Owns the Code When you sign a developer agreement, you’re usually agreeing to one of two things: either it’s a “work-for-hire” deal or you're assigning your intellectual property rights. Either way, the result is the same. The company owns whatever you build for them. Since they own it, they get to decide what happens to it. Even if you’re the one who wrote every line, that doesn’t mean you have the right to reuse or share it if you’ve already signed those rights away. This kind of setup is standard in the tech world. Companies need to protect their IP, especially when it includes competitive advantages or trade secrets. That’s why they ask developers to assign rights and agree to keep things confidential. What About Washington State Law? Washington does offer some protection to developers, but it’s limited. There’s a statute, RCW 49.44.140, that says employers can’t claim ownership of inventions you created entirely on your own time, using your own resources, and completely unrelated to their business. That sounds helpful, but here’s the catch. It only applies if you’re an employee, not an independent contractor. And even then, the second your work overlaps with their business or involves any company resources, the protection probably doesn’t apply. So if the code you’re writing is part of a contract, or even just loosely connected to the company’s business, then the company likely owns it. Why This Matters If you violate the agreement, you’re not just risking a slap on the wrist. The company could send a takedown notice to GitHub, file for an injunction, or even sue for breach of contract or copyright infringement. If the code includes anything proprietary, like business logic or algorithms, they might also go after you for trade secret misappropriation. And beyond the legal problems, there’s your reputation to think about. Word travels fast in development circles, especially in local communities. Getting labeled as someone who mishandles IP can make future contracts harder to land. How to Protect Yourself The good news is that you still have leverage before you sign. A lot of companies start with broad IP assignment language, but they’re often open to carving out exceptions. You can ask to include a “prior inventions” schedule that lists tools, frameworks, or libraries you already created. That way, you can keep using your own work in other projects. If open-source contribution is important to you, say so upfront. Some companies will allow developers to contribute non-proprietary or generic components to open-source projects, especially if those contributions don’t compete with their business. Just make sure it’s all clearly spelled out in writing and approved in advance. You might also negotiate a time limit on confidentiality terms. The company will likely want to own the core project code permanently. That doesn’t mean you can’t eventually talk about general techniques or patterns you used, especially after some time has passed. Smart Moves Before You Sign Before you agree to anything, take a moment to list any existing code or tools you plan to use. Try to get those explicitly excluded from the IP assignment, or at least confirm that you’ll retain the right to use them elsewhere. And again, if open-source is part of your career plan, be upfront. Get language in the contract that allows you to publish select components with written approval. If you develop a useful utility during the project and think it might have broader uses, talk to the company before the contract ends. See if they’d be open to letting you open-source it or license it back to yourself for use in future projects. When It’s Time to Bring in a Lawyer If all this feels high-stakes, and it often is, consider having a tech-savvy attorney take a look. A good lawyer can help spot overly aggressive clauses, suggest better language, and help you protect both your rights and your long-term goals. This is especially important if you’re actively contributing to open-source or if you’ve built up your own libraries over time. A little legal help now can save you a lot of trouble later.