Need some legal advise

[Afflict]

Whats up guys!

I need some legal advise,<note the subject :p) I am currently working on some intellectual property and well I live in South Africa. Its rather late and before I go to some laywer(still need to find one) that works with these things I am trying to figure out what disclosure forms and stuff will look like... Did google got some forms but they are not exactly what I am looking for.

Specifics I am looking for:
Royalty contracts
diclosure contracts
service agreement contracts...

Maybe you guys have done this before? let me know enjoy thanks.

[Mordalles]

hey, i cant really help you, since i havent seen the forms before, but i thought idd say hi, since im also from south africa!

to form a contract there must be "wilsooreenstemming", in other words, both parties must aggree on the terms of the contract, the price, etc. if one doesn't, there is no contract. hehe. i studied basic "kontrakte reg" 2 years ago (did it in my 1st year of varsity), but i cant really remember much.  although, we didnt really go into detail on what a specific contract looks like. wish i could help more!

the service aggreement contract should have the details of all the services to be provided and the terms of the services, the payment for these services, that kinda stuff. also signed by both parties.
and there should be atleast two copies of it, going to each party.

but, i could be completely wrong!

[RickJ]

First of all I'm not an attorney so I can't give you "legal advice".  I have been Consulting Engineer for a number of years and can share some of my experiences and opinions with you.

You didn't mention what side of it you are on.   Did you invent something which you intend to patent and develop or has a perspective employer asked you sign and IP agreemnt?   

If it's the former case then you would want to ask anyone who you talk to to sign a "non-disclosure agreement" inclusive as possible.  You would want that to be authored by a good attorney experinenced in the IP area.    Any kind of roayalty arangements would obviously come after you have obatined a patent or some other kind of IP protection.   I suppose the key ingreedients would be the amounts, audit methods, and what rights have or have not been transferred to the licensse.    Not sure how "service agreement contracts..." would fit into this scenario.

If an employer or client has asked you to sign IP agreements then you would want to negociate in the opposite direction soas to make the agreement less restrictive.  They of course will want to make it read as restrictive as possible.  Anything they say to you verbally is not binding.  As a consultant, I have been throught this many times before and here is how the negociation usually goes. 

First I assure them that I am not interested in "getting into their business" and that I want agree to something they are comfrotable with.   I am asked to sign an IP agreement that is more restrictive that I prefer in most cases.  To negociate something a little less restricitive I try to find things in their agreement that are vague and point them out.  I simply state that the meaning of this or that sentence is not clear.  The idea is that if something can be interpreted in more than one way then in a lawsuit it will be.  So you have every right to ask "What do you really mean buy this?".   Don't be satisfied with a verbal explanation, you will want to follow up with a letter asking for a written response clarifying the terms of the agreement.   This is also a good thing to get a laywer's help with.  Here are some common points I usually bring up:

• Related to their business - Usually they rightfully want to claim any ideas you come up with, while working for them or some period after, that relates to their business.  You can ask them to be more specific about what is and is not related to their business.   You may also want to negociate about the time period afterwards depening upon what they are asking.  If it's a year or less then it's probably not worth mentioning.
  
  
• Non-Disclosure of proprietary information - This usually relates (but is not limited) to things about their business practices, customers, prices, costs, etc.   They of course have a right to keep their private information private and I make this clear to my clients.  I usually ask if I will need to know, or will be exposed to such information.  If the answer is yes then I want to know which info is of a proprietary nature.
  
  
• What can you do on your own time -  Can you work on and patent things in your IP disclosure.  How about things that are unrelated to your client's business.
  
  
• Open Source Projects - Do you contribute to any open source projects and is that a problem for your client or employer.
  
  I have found that clients are much easier to deal with than employers in this regard.  When you are a contractor they tend to (or at least feel so) insulate private information from contractors.  They realize that you have to make a living and on to the next client at some point in time.   People are no longer employed at the same company for life and so also have the need to beable to go on the the next gig.  But employer's, IMHO, still operatre in the old mind set with regard to their employees.   
  
  If you can be a little more specific perhaps I can be of further help.

[Nikolas]

This may be out of topic, but if you're talking about copyright realted material (which is mostly about art), by law, in most countries, you own the copyright of what you create. There is no need to register or pay or anything like that. But I don't know if this applies to South Africa. Second you are not actualyl protected by this. In order to be protected you have to prove, that you have created the music/poem/photo/whatever. It is wise to keep track of what you do, save all files, if you are working on a computer, and actually there are a couple of programs that keep track of what you do to your projects, saving the proccess. For example if you have worked thrice on a file, the program saves the time/date/file size of the file in question...

Of course there are registration offices around the world, but still I don't know if this applied to another country. For example in the Uk there is the copyright registration office, which I think also deals with patents. Try googling it.

I hope this was helpfull.

PS. If you have created something for someone else and you were paid for doing so, usually (but it has to be written), they will hold the copyright to the art product...

[RickJ]

PS. If you have created something for someone else and you were paid for doing so, usually (but it has to be written), they will hold the copyright to the art product...

I believe the proper term is "work for hire".  In this case you may be able to negociate a higher price.

[Nikolas]

Thank you. I'm very bad in terms and my vocabulary is quite poor...

[RickJ]

Your English is fine, I should have said ...

"I believe the proper legal term is "work for hire". "

[shbaz]

IMHO asking a question specific to your nation in an international forum is a bad and senseless idea.

[2ma2]

Nikolas: By default, you OWN your material, and this does not alter much from country to country. You can sell this right however, and this should be stated in the contract and be priced accordingly.

Royalty however can be tricky. Does it pay from the first sold copy of ex. a book, or does the publisher cover their expenses first? Is the royalty just for the first print of the book, or possible re-prints later on?

My advice would be to discuss the matter with your contractor/hirer/employeer/whatever. Ofcourse, they'll try to rip you off, but they would surely have an attourney or likewise willing to atleast discuss and explain parts of the contract and/or form. If you do however get replies such as "No need to worry about, that just legal bullcrap" or "Nah, that doesn't regard you.." then you better find an attourney to look it through for you.

[Nikolas]

Nikolas: By default, you OWN your material, and this does not alter much from country to country. You can sell this right however, and this should be stated in the contract and be priced accordingly.

That's what I said, no? I just relactanely stated that I don't know about South Africa.

[Radiant]

One word. Wikipedia.