Business Plan and copyright?
Discussion
I'm producing a business plan at the moment for a client relating to a new product launch. They are paying me for the plan, so my question is once I've handed it over, who owns the copyright?
Sorry if it's an obvious question but it's early days and copyright law never was my strong point?
Thanks.
Sorry if it's an obvious question but it's early days and copyright law never was my strong point?
Thanks.
If he is employed to prepare this then it belongs to the employer not the employee.
If he is self employed then his terms of contract will state who owns it. similar to a photographer.
Copyright a buisness plan? - may not be possible in any event.
Imagin the problems any reseach and development company would have if thier ideas/inventions/plans/designs belonged to the individual not the company who they are being by.
If he is self employed then his terms of contract will state who owns it. similar to a photographer.
Copyright a buisness plan? - may not be possible in any event.
Imagin the problems any reseach and development company would have if thier ideas/inventions/plans/designs belonged to the individual not the company who they are being by.
Thanks for the feedback guys. I'm not employed by the client, but have a limited company myself (well it has me really, by the balls most days but that's the joy of being self-employed). They have asked me to prepare the business plan and I am due to invoice them for it upon delivery. The "contract" as such constitutes a series of e-mail correspondence setting out the content and price to be paid.
I'm as up on intellectual property as I am copyright so am still not sure?
I'm as up on intellectual property as I am copyright so am still not sure?
Strictly speaking, because you are not employed by them and there is no contract explicitly granting copyright, you retain the copyright on the original work that you have done. However, you should also have agreed a confidentiality agreement with them, preventing you from using further any information that they supplied you (if you haven't, in theory you could sell the plan on).
In normal practice, presuming there are no shenanigans, you could/should assign copyright to them on final completion (ie the payment hits your bank account). I've used such a clause in similar circumstances. To be honest, in the vast number of occasions for something like this (where it is not true creative work like artwork or photography) it should not be an issue. But you might like to volunteer both a confidentiality clause and a transfer of copyright (or better, a granting of permanent use) on payment, both for this job and in future.
The legal fun might start in determining what is copyrightable - Have you done anything genuinely creative and original? In a business plan, that is quite unlikely, whereas in say a Marketing proposal it is much more likely (and also much more likely that they will employ another agency to execute your idea). Most of the plan would be processing their data - perhaps in a creative way, but not in a copyrightable way. But perhaps you have something like a fancy way of assessing the financial robustness of the plan against risks. In that case, you would want to retain the right to use that system (albeit with different data), and restrict them to using it only within this plan.
This is where granting of useage rights might be more appropriate than a complete transfer of rights.
- They can use the plan for its intended purpose, but are not allowed to use it at a conference or pass it to a business school as a tutorial example.
- Certain sections cannot be copied or used for other purposes or in other plans. If you need to do this, give it a name in the plan ("Slammedvan Robustness Model"
, clarify copyright limitations in the document itself as well as in any contract.
The bottom line is that in your business, copyright is highly unlikely to be a real issue, and a complaint is most likely to only benefit m'learned friends. However, it is might be worth clarifying (hand-in-hand with confidentiality). However, if you are now caught in one of those rare cases where you think it is a problem, you'd need to give real details, because the odds are it would have to go to a lawyer anyway.
In normal practice, presuming there are no shenanigans, you could/should assign copyright to them on final completion (ie the payment hits your bank account). I've used such a clause in similar circumstances. To be honest, in the vast number of occasions for something like this (where it is not true creative work like artwork or photography) it should not be an issue. But you might like to volunteer both a confidentiality clause and a transfer of copyright (or better, a granting of permanent use) on payment, both for this job and in future.
The legal fun might start in determining what is copyrightable - Have you done anything genuinely creative and original? In a business plan, that is quite unlikely, whereas in say a Marketing proposal it is much more likely (and also much more likely that they will employ another agency to execute your idea). Most of the plan would be processing their data - perhaps in a creative way, but not in a copyrightable way. But perhaps you have something like a fancy way of assessing the financial robustness of the plan against risks. In that case, you would want to retain the right to use that system (albeit with different data), and restrict them to using it only within this plan.
This is where granting of useage rights might be more appropriate than a complete transfer of rights.
- They can use the plan for its intended purpose, but are not allowed to use it at a conference or pass it to a business school as a tutorial example.
- Certain sections cannot be copied or used for other purposes or in other plans. If you need to do this, give it a name in the plan ("Slammedvan Robustness Model"
, clarify copyright limitations in the document itself as well as in any contract. The bottom line is that in your business, copyright is highly unlikely to be a real issue, and a complaint is most likely to only benefit m'learned friends. However, it is might be worth clarifying (hand-in-hand with confidentiality). However, if you are now caught in one of those rare cases where you think it is a problem, you'd need to give real details, because the odds are it would have to go to a lawyer anyway.
Copyright would be the property of your employer - in this case your company - not the client unless explicitly assigned in contract or otherwise.
The business plan, assuming it's your original work will attract copyright so your client would not technically have the right to COPY the plan (ie photocopy, translate or scan etc) although since you know it is a business plan then such use in the course of their normal buisiness is probably an implied term in the initial contract if not explicit. If there is no assignment/explicit licence then, as mentioned above, they couldn't provide photocopies to other businesses or use the material in any other way than as required for their business.
There seems to be some confusion here as to what copyright protects. Copyright protects the words on the page, the way they are set out, the fonts, their order etc. It does not protect the idea behind the plan (the business model). That is not protected by copyright and can only be protected by a patent, and even then, business models are not patentable in Europe (at least), but it could be patented in the US if it was new and inventive.
Bottom line is that if you want to be able to use this plan as a template for future plans DO NOT assign the copyright (or you can't crib or copy bits from it later on without risking infringing what would then be their copyright). You could simply give them a royalty free, non-exclusive licence to use the copyright in their business.
Hope that helps.
Alex
The business plan, assuming it's your original work will attract copyright so your client would not technically have the right to COPY the plan (ie photocopy, translate or scan etc) although since you know it is a business plan then such use in the course of their normal buisiness is probably an implied term in the initial contract if not explicit. If there is no assignment/explicit licence then, as mentioned above, they couldn't provide photocopies to other businesses or use the material in any other way than as required for their business.
There seems to be some confusion here as to what copyright protects. Copyright protects the words on the page, the way they are set out, the fonts, their order etc. It does not protect the idea behind the plan (the business model). That is not protected by copyright and can only be protected by a patent, and even then, business models are not patentable in Europe (at least), but it could be patented in the US if it was new and inventive.
Bottom line is that if you want to be able to use this plan as a template for future plans DO NOT assign the copyright (or you can't crib or copy bits from it later on without risking infringing what would then be their copyright). You could simply give them a royalty free, non-exclusive licence to use the copyright in their business.
Hope that helps.
Alex
Rich, Alex, many thanks for that. Really useful and insightful. It's the ideas within the plan (it's for a magazine launch)that I wanted to protect more than anything but it looks like I don't have much chance of that. I'll just have to hope the company I'm preparing it for are trustworthy.
Thanks again.
Thanks again.
Alex's response is sort of more correct than mine, which is a bit embarrassing as I'm involved in some highly copyrightable writing at the moment - Oops!
As Alex effectively says, copyright is fundamentally about the right to copy, in whatever medium (digital, paper, spoken word, etc.). You might theoretically restrict your client to using the plan only for its stated purpose (assessing the venture, securing funding), but no other uses - no presenting it at a conference, nor could the MD throw a copy at the Finiance Director and say "THAT's how I want business plans done in the future!"
However, my understanding is that it is copyright law that is used to provide some protection for intellectual property, where such protection is not available under trademark or patenting legislation. A few examples where I believe copyright law was used to protect ideas include:
Music: George Harrison was sued by the Shirelles, IIRC for the similarity between "My Sweet Lord" and "He's So Fine"
Books: Dan brown's Da Vinci Code was unsuccessfully sued for plagiarising another book (The Blood & The Grail"?)
Ideas: The FA were sued for "stealing" an idea for a lion image. The original idea for a cartoon strip was unsolicited and the FA did not progress with the idea. When they later, independently came up with a vaguely similar idea, they got burned.
Advertising: Ad agencies are notorious for "paying homage" - Guinness Dancer, Virgin's current "Man Who Said Yes". Occasionally the original artist has taken them on.
That's my understanding - I'd be interested if others know better.
But, obviously, don't take my word for it. Do a google search for copyright - it does, eventually, throw up some useful links. And if you are concerned that you have some original, valuable ideas, you may need to seek professional advice. And final advice if you are concerned, declare your copyright:
- Include a carefully worded copyright statement in the document,
- Make a statement of usage limitations (the licence you are granting them) in the covering letter when you issue the document.
- Have proof of origination (send a copy to yourself by recorded delivery, check it has a date stamp, and file it unopened - amazingly this old trick still has some legal sway, apparently).
But it is messy. If you are worried, please don't take my word for it.
As Alex effectively says, copyright is fundamentally about the right to copy, in whatever medium (digital, paper, spoken word, etc.). You might theoretically restrict your client to using the plan only for its stated purpose (assessing the venture, securing funding), but no other uses - no presenting it at a conference, nor could the MD throw a copy at the Finiance Director and say "THAT's how I want business plans done in the future!"
However, my understanding is that it is copyright law that is used to provide some protection for intellectual property, where such protection is not available under trademark or patenting legislation. A few examples where I believe copyright law was used to protect ideas include:
Music: George Harrison was sued by the Shirelles, IIRC for the similarity between "My Sweet Lord" and "He's So Fine"
Books: Dan brown's Da Vinci Code was unsuccessfully sued for plagiarising another book (The Blood & The Grail"?)
Ideas: The FA were sued for "stealing" an idea for a lion image. The original idea for a cartoon strip was unsolicited and the FA did not progress with the idea. When they later, independently came up with a vaguely similar idea, they got burned.
Advertising: Ad agencies are notorious for "paying homage" - Guinness Dancer, Virgin's current "Man Who Said Yes". Occasionally the original artist has taken them on.
That's my understanding - I'd be interested if others know better.
But, obviously, don't take my word for it. Do a google search for copyright - it does, eventually, throw up some useful links. And if you are concerned that you have some original, valuable ideas, you may need to seek professional advice. And final advice if you are concerned, declare your copyright:
- Include a carefully worded copyright statement in the document,
- Make a statement of usage limitations (the licence you are granting them) in the covering letter when you issue the document.
- Have proof of origination (send a copy to yourself by recorded delivery, check it has a date stamp, and file it unopened - amazingly this old trick still has some legal sway, apparently).
But it is messy. If you are worried, please don't take my word for it.
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