IPR and Contract law - urgent help needed

[jfk1958]

I provide software development and support services and there are only 6 of us. We have been working for a large company for the last 18 months under a contract with comprehensive IPR, Confidentiality and Non-disclosure protection.

We were promised by them a 2 year support contract for a highly proprietery system we have developed using technologies and skills not available on the open market. At the very last minute they issued an 'Open Tender'and included in this document the full specification for this service using the exact materials we had produced in our original proposal. Needless to say that last week they said we were unsuccessful and we believe that someone has put in a blind and lower cost bid to win.

Does anyone have any views, advice or opinions they can give me before we take this any further. Our relationship with them was excellent until their Procurement team got involved.

Many thanks

[justinp1]

When you say you were 'promised' the support contract, how exactly was this?

For example, if this promise is legally binding then you may have a case.

[Vesuvius 996]

Were the IPR in the system, Proposal and other Deliverables assigned to them in writing in the Agreement??

If so then they own it, and they can use it as they wish.

In relation to the Maintenance Agreement, depends what you mean by "promise." Was it in writing??

Edited by Vesuvius 996 on Monday 30th April 10:39

[jfk1958]

Hi

1. We have in writing that the support contract would be forthcoming and we received a purchase order for 'Support Commisioning' for 3 months.

2. The systmem IPR has been assigned to them for the bespoke elemnets of the system taht are specific to them.The contract covers the development but not the support service specification that is the subject of Confidentiality

thansks for your qustions

[Vesuvius 996]

jfk1958 said:

Hi

1. We have in writing that the support contract would be forthcoming and we received a purchase order for 'Support Commisioning' for 3 months.

2. The systmem IPR has been assigned to them for the bespoke elemnets of the system taht are specific to them.The contract covers the development but not the support service specification that is the subject of Confidentiality

thansks for your qustions

Suggest you speak to your usual solicitor about this [usual health warning that I haven't seen any papers or anything so take this as it is meant, well intentioned pointing in the right direction and nothing more.....] but it seems to me that they own the bespoke stuff, they have a licence for the vanilla product. You don't mention whether you assigned ownership of the Proposal to them, and they may have used it without consent in that case. Depends if the contract or tender document assign ownership of it to them. If they don't YOU own it.

In relation to the Maintenance Contract, if they issued a PO for three months' work they have to pay for that - I would suggest - what terms were these initial services under? Are they on the back of the PO?

In relation to "in writing that it would be forthcoming..." that is too vague, what were the actual words used?

Edited by Vesuvius 996 on Monday 30th April 10:49

[jfk1958]

thanks vesuvius can i get back to you