Intellectual Property Lawyers for Washington

It would be a good idea for you to have the agreement reviewed by an attorney. You said there's no explicit language regarding termination or notice - is there something implied? With no language regarding termination, most likely either party can terminate at any time, with just a moment's notice, and no reason given. You have asked a lot of questions - I suggest that you post a project here on Contracts Counsel, and ask for an attorney well versed in intellectual property (not me) to discuss your rights, as that is probably the most important issue. An attorney who can also review the language of the entire agreement would be very helpful. (I'm sorry, but I'm not available for this project).

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.

Yes, you can achieve this through an IP license agreement versus a sale of your IP rights. In your license you would want to protect against gray market product manufacturing and also have provisions on how to handle defective products and components during the manufacturing process. I am available for a free consultation if you would like.

Hello! This is Attorney Damien Bosco. My law office is in Forest Hills, Queens County, New York City. My practice covers the New York City metropolitan area and Long Island. In some situations, I also handle matters throughout New York State. If your phrase contains common jewelry terms, registering it may be challenging. One suggestion is to check the USPTO Database for similar trademarks. If other businesses have brands using the same common word in their brand name, that could give an indication that you may still be able to use it in your brand name. Nonexclusive use means that the word or phrase can be used by other parties and is not solely owned or controlled by the trademark holder. Consult with a trademark attorney for guidance on the registration process and the viability of your chosen phrase.

When you're dealing with a technology transfer agreement, it's important to understand that you're not selling your software. You're licensing it. That might seem like a small difference, but it really isn't. Licensing means you're keeping ownership of your intellectual property while letting someone else use it under clearly defined terms. If you're based in Arizona, you've got a legal system that takes written contracts seriously and generally holds both parties to exactly what’s spelled out. So clarity matters—a lot. Be Specific About What's Being Licensed Don't just say you're licensing "software." Spell out what that includes. Are you talking about the source code? Object code? Documentation? APIs? Maybe there's configuration data, algorithms, or some embedded proprietary know-how. Lay it all out. Also, be clear on whether things like updates, bug fixes, or patches are part of the deal or if those require separate terms. Courts in Arizona won't guess what you meant. They’ll go by what’s in the document. Keep Your IP Rights Locked Down Make sure the agreement says you're not transferring ownership. You're only granting the rights specifically listed in the license. Anything not spelled out stays with you. Without that language, you could run into disputes later—especially if the licensee makes improvements. Want to avoid headaches? Clearly state that you own any enhancements unless you decide otherwise. Be Intentional About the License Structure Think through how you’re structuring the license. Is it exclusive, non-exclusive, or somewhere in between? An exclusive license can be powerful, but it limits your flexibility. If you're giving up other opportunities, it's reasonable to ask for higher compensation and make sure the licensee meets clear performance targets. On the flip side, a non-exclusive license gives you room to work with others. You can also narrow the license by geography, industry, or even specific use cases. And don’t forget to address sublicensing. If it’s allowed, include approval rights and make sure you’re compensated fairly if they sublicense to others. Choose a Payment Model That Reflects Value There’s no one-size-fits-all way to get paid. You might go with an upfront fee for past development work, ongoing royalties based on sales, or milestone payments tied to things like product launches or regulatory approval. Each has its pros and cons. Whatever you choose, protect yourself with audit rights. You want access to the licensee’s records if something seems off. That usually means giving them notice, checking things during business hours, and shifting the audit costs if the discrepancies are significant. Protect Your Work from Unintended Use If you’ve used open-source components, you need to disclose that—and understand how those licenses impact what you can legally offer. GPL code, for example, can bring in obligations that might not work with your business model. Copyright registration isn’t mandatory, but it gives you the ability to sue in federal court and can unlock statutory damages and legal fees. If you've developed novel algorithms, you might consider a patent—but only if the innovation meets the standards. It's not always worth the cost, so weigh that carefully. Make Sure the Licensee Does Something with Your Tech If you’re giving someone exclusive rights, set performance expectations. What does commercialization look like to you? It might mean releasing a product by a certain date, hitting minimum sales, or committing to a marketing budget. If those things don’t happen, you need a remedy—like converting the license to non-exclusive or ending the agreement altogether. The goal is to make sure your technology doesn’t sit unused. Clarify Support and Ongoing Involvement Are you expected to provide support? If so, spell out exactly what that means. Documentation, training, installation help, bug fixes, future updates—whatever it is, define it. Also decide whether that’s included in the license or billed separately. If you’re providing source code, put strict confidentiality and usage terms in place. In some cases, a source code escrow might be appropriate, with release conditions like your bankruptcy or failure to maintain the code. Limit Your Liability Arizona has adopted the Uniform Commercial Code, so if you don’t include specific disclaimers, you might be stuck with certain implied warranties. That includes things like fitness for a particular purpose. You’ll want to limit that while still affirming that you own the software and that it generally works as described. Also, set a cap on liability. Most developers limit it to the total fees paid under the agreement and exclude indirect or punitive damages. You don’t want to be held responsible for how someone else uses your tech. Mutual Indemnification Matters If someone accuses your software of infringing their intellectual property, you might agree to cover the licensee’s costs. But it needs to go both ways. They should indemnify you too—especially if they modify your code or use it in a regulated environment where compliance issues could come up. You don’t want to be liable for something outside your control. Don’t Skip Export Control Compliance Yes, export control rules apply even to downloadable software. If your product includes encryption or certain types of AI or analytics, it may fall under specific federal regulations. Many tools qualify for License Exception ENC, but that’s not automatic. Misclassification can lead to serious fines. If you're licensing internationally—or even just to a foreign-owned company based in the U.S.—you need to get this right before moving forward. Understand How Arizona Law Will Handle Your Agreement Arizona courts usually enforce what’s written. If it’s not in the contract, don’t expect the court to fill in the gaps. That makes detailed drafting essential. Arizona also supports reasonable non-competes and confidentiality terms, which isn’t true in every state. Just make sure any restrictions are tied to legitimate business interests and kept within reasonable limits for time and geography. Spell Out What Happens at the End Termination clauses are your safety net. Cover scenarios like breach, bankruptcy, missed milestones, or even changes in company control. Include cure periods where appropriate. Be specific about what happens when the agreement ends—does the licensee have to stop using the software immediately? Can they finish selling what’s already been produced? Make that clear. Also, specify which obligations survive termination. Usually, confidentiality and IP rights continue, even after the main agreement ends. Plan Ahead for Disputes Choose Arizona law to govern the agreement. If your licensee is in another state or country, decide where and how disputes will be handled. Arbitration can be quicker and cheaper, but it might limit your access to things like injunctive relief. Consider requiring mediation first to give both sides a shot at resolving issues early. And don’t forget a prevailing party clause—Arizona courts do enforce them, and it could help you recover attorneys’ fees if you end up in a legal fight. The Final Analysis Technology licensing isn't just about protecting your IP. It's about setting clear, enforceable expectations from the start. Arizona law gives you the tools to do that, but it only works if your agreement is well-drafted and forward looking. Define what you're licensing, retain ownership, protect your downside, and make sure the deal drives results, not just risk. If you're a software developer navigating a tech transfer deal or reviewing an agreement someone else drafted, don’t go it alone. Having the right legal language in place from day one can prevent years of headaches down the road.