On this page we set out the key points of our Commercial Agreement that would enable us to work with you to develop your Invention.
The summary below is an outline of some of the key terms contained within our standard commercial agreement. The summary will not form part of any legal agreement that might exist in the future. It is not intended to be a substitute for reading any actual Commercial Agreement in full, which you are strongly advised to do. Nor is it intended to be a substitute for specific legal advice and you are advised to take your own such advice on the implications of any Agreement that you receive from us. We’ve included a brief explanation for the reason for each item in the square brackets.
SUMMARY OF KEY POINTS OF THE COMMERCIAL AGREEMENT
Purpose of the Agreement
The purpose of the Agreement is for you to formally appoint us as your sole and exclusive representative with respect to the obtaining of Commercial Benefits from the Invention. Please note that we are not appointed as your agent and are not entitled to sign contracts with respect to the Invention on your behalf. Subject to the terms of the Agreement, you retain ultimate control of the Invention and its exploitation.
Main Features
• During the term of the Agreement you are not entitled to appoint any other agent, distributor, franchisee or any other person for the purpose of seeking Commercial Benefits from the Invention. In return, we are under an obligation to use our reasonable endeavours to find Commercial Benefits from the Invention. [We cannot negotiate with other people in good faith unless we have this commitment. If we don’t make reasonable efforts to find a market for your idea then the agreement would end.]
• As your representative we will be involved in all negotiations with respect to seeking Commercial Benefits from the Invention. [ We can’t help you properly and fulfil our obligations unless we have all the facts]
• The Agreement contains certain obligations upon you to assist us with the promotion of the Invention and to protect the intellectual property rights in the Invention. [We need to know that you will support us with explanations and demonstrations if they are needed and that you will remain in a position to assign or licence your intellectual property during the agreement, for example by keeping any patent applications or patents in force. In extreme circumstances you give us the authority to act on your behalf if failure to do so would be imprudent]
• The term of the agreement is for an initial term of 3 years which is extended until the end of the last of any Contracts entered into during the Term of the Agreement. [It can take a long-time to get inventions to market. Two years is not unusual and there may be several separate contracts during the life of the Invention]
• We are entitled to one third commission or equity (unless otherwise agreed) in respect of any Contracts entered into with respect to the Invention. The precise details of the circumstances in which we are entitled to Commission are contained in the full agreement and you should read them carefully. [Our initial evaluation processes for Inventors are highly subsidised so they can be available to the maximum number. Our financial structure is arranged so that the successful inventions pay for this. We believe that our services are still highly competitive when compared with alternatives]
• You will remain ultimately responsible for obligations to third parties in respect of the Invention and will cover us for any liabilities which we incur if you fail to follow these obligations.[ The Invention always remains your property until you sell it and you remain responsible for any claims that you make about it. For example that you really do own the Invention. Proving that it works or that it will be valuable is not the same thing, that risk may be passed to the purchaser of the idea]
• You make certain warranties to us for example that you own the intellectual property rights in the Invention, that you are not aware of any reasons why the Invention may not be exploited with respect to licences, registrations etc, and you have not entered into any agreements with any third party with respect to Commercial Benefits relating to the Inventions nor are you in any negotiations to do so. If any of these are untrue you should let us know prior to signing the Agreement.[ Obviously any of these things would make any commercial negotiations pointless and leave us open to costs if we deliberately mislead people and if we are deliberately misinformed we may seek to recover our costs]
• Whilst we will use reasonable endeavours to seek Commercial Benefits from the Invention for you, we cannot, for obvious reasons, guarantee whether or not any such Commercial Benefits will be obtained.[ It is in our joint interests that the Invention succeeds, but we can’t make other people sign agreements. It may also happen for example that the Invention is overtaken by a better product on the market]
