chris m - yes and no. i would like to remove as many lawyers from the equation as possible. except of course ones that make a contribution…

"Unless explicitly noted in a formal Statement of Work, all work product shall be considered Background IP.

Background Intellectual Property shall mean Intellectual Property, proprietary information or confidential know-how relevant to the Project which is in the possession of a party prior to the commencement of the Project or generated after commencement of the Project but independent of the Project."

These seem slightly redundant: you've first defined background IP as 'everything not in a SOW', and then you redefine it as .. this long list of other stuff. If nothing else, I'd rearrange the order- define Background IP, and *then* say that everything not listed in the SOW is assumed to be Background IP.

In the second paragraph, instead of "such product", say "background IP"- you've defined the term, so use it I might break that last sentence into a separate paragraph as well, so that you've got one paragraph defining background IP, and then a second detailing the rights you retain with regards to background IP.

Instead of "Copyrighted works published during..." I'd say "Copyrightable works created during..."- that is much more comprehensive.

More generally, do you see overlap between this second class of works and "Background IP?" It isn't entirely clear to me where one ends and the other begins, or why you deal with them differently.

Ownership does not pass to the community in the CC situation; you retain ownership but grant certain rights to the community under certain conditions. I might rework that section to read "The vendor retains all rights to work undertaken under the term of the agreement, and may license or republish the work under any terms, including licenses such as Creative Commons licenses which grant extensive rights to third parties."

You probably want "No IP of the client shall be published without written permission" to read something like "The client's confidential information will not be published without written permission", since 'IP of the client' is very broad and could well contain things that are already public. For clarity, I might also break this out into a separate paragraph.

As far as pre-existing forms, you might want to look at the Science Commons forms for further inspiration: http://scholars.sciencecommons.org/#form

They deal with a similar situation- the publisher has standardized, CC-unfriendly contracts and most of the power, so the CC forms are framed as addenda to those contracts. I imagine you’re in a similar situation with IBM, etc.

Can’t blame them, that’s how they were raised.

Get some lawyers on that.