People, IP and confidentiality agreement templates

Ownership, permission and silence

Three questions run through the group. Who owns the work, which is the IP assignment, work made for hire and joint venture territory. Who may use it and on what terms, which is every licence here, software, trademark, photo and music, along with the model and talent releases that permit a person's image to be used. And who must stay quiet, which is the confidentiality deed, the trade secret wording and the data processing agreement. A licence and an assignment are often confused in practice, and the difference decides whether a client can resell or register the thing they paid for.

Restraints are the ones most often copied wrongly

Non compete and non solicitation agreements are written here in cascading form, because an Australian court will read an over broad restraint down or strike it out rather than rewrite it into something reasonable. A restraint that names a sensible period, a defined area and a real protectable interest survives; one that claims the world for five years usually does not. The employment restraints also sit against a body of law that treats an employee and a departing shareholder very differently, which is why the deed for an employee is drafted separately from the founder facing wording.

The data processing agreement and the UK page

One page in this group is written for the United Kingdom rather than Australia, because UK GDPR and the Information Commissioner's own standard clauses are the frame most readers are looking for when they search for a data processing agreement. It uses pounds, British spelling, day first dates and a Companies House number, and says so in its title. The rest of the group is Australian or neutral. Every party, ABN, registration number and figure in these documents is invented and must be replaced. Clause level detail, including the variants and the points each side negotiates, lives in the clause collections.

Every page in this collection

• Distribution agreement template with territory and targets

  An exclusive distribution agreement is a trade: a territory in exchange for volume. This one appoints a New Zealand distributor for a skincare range at 48 per cent of recommended retail, with purchase targets rising from NZD 240,000 to NZD 420,000 across three years, and exclusivity that converts to non exclusive if a target is missed by more than 15 per cent.

• Employee confidentiality agreement with information classes

  Most employee confidentiality agreements treat every secret the same way. This one sorts information into four classes, gives each its own handling rule and its own survival period, and is executed as a deed so it still binds after the salary that supported it has stopped.

• IP assignment agreement template with a schedule and moral rights

  An IP assignment transfers ownership of work that already exists, which is why the schedule matters more than the wording around it. This one moves six named works from a departing contract developer to the startup that paid for them, licenses back her own library, and lists what gets handed over in the ten days after signing.

• Joint venture agreement template with contributions and split

  An unincorporated joint venture has no company to fall back on, so everything a company structure would supply has to be written down. This one puts two builders together for a single $14.6 million refurbishment, splits it 55/45, and sets out who funds it, who decides, how a deadlock breaks and how either of them gets out.

• Model release template with uses allowed and uses excluded

  A model release is only as good as its two lists: what the photographs may be used for, and what they may never be used for. This one covers a skincare campaign shoot, runs for three years worldwide for $400, and rules out political advertising, alcohol and gambling, medical claims, stock libraries and training a system on the model's likeness.

• Music licence agreement for sync use, term and credits

  Music carries two rights, the composition and the recording, and a sync licence needs both. This one works because the composer owns both: one fee of $900 covers a single track in a single brand film, worldwide for two years, with paid social at twelve months and broadcast and cinema left off the list.

• Non-compete agreement template with cascading restraint clauses

  An Australian non-compete lives or dies on how it is drafted, because a court will not rewrite one that reaches too far. This one restrains a senior stylist from a competing salon using three separate covenants of falling reach, from 5 kilometres for six months down to 1 kilometre for three, and pays $4,500 for them.

• Non-solicitation agreement for clients, staff and duration

  A non-solicitation agreement restrains the approach, not the work. This one lets an accounting manager join a competitor the day after he leaves, and stops him approaching the clients he handled or the colleagues he managed for twelve months, with a six month window in which he also cannot accept work from those clients.

• Photo licence agreement covering media, territory and duration

  A photo licence says which images, for which uses, for how long. Everything else is detail. This one licenses twelve hotel images to the hotel that commissioned them for three years worldwide at $2,400, with a table that marks paid advertising as an extra and resale as not available at any price.

• Referral agreement template with a fee table by product

  A referral agreement works when it is clear where the referral stops and the advice starts. This one has a real estate agency passing buyers to a mortgage broker for a fee that ranges from $250 to $1,100 by product, attributed for 90 days, paid monthly, and clawed back if the lender claws back first.

• Software licence agreement template with seats, term and support

  A software licence agreement has to answer three questions before anything else: what a seat is, what happens when the software is down, and who gets the data at the end. This one licenses a hosted practice management suite to a medical practice for 25 named users at $9,600 a year, with a support table, uptime credits and a 30 day export.

• Talent release agreement for a video appearance and edits

  A talent release is what a production company needs before it can cut an interview into a film. This one covers a single filmed interview for a documentary about night shift work: appearance, voice and name, edited freely, no approval right, perpetual and worldwide, for $250 or a donation to a charity the contributor nominates.

• Trademark licence agreement with quality control and royalties

  A trademark licence lets someone else put your mark on their goods, and the clause that keeps it worth doing is quality control. This one licenses three registered marks from a football club to an apparel maker for three years, at 8 per cent of net wholesale sales with a rising minimum, and approval of every pre production sample in ten business days.

• UK data processing agreement template with sub-processors

  A data processing agreement is what a UK controller has to have in writing before a processor touches personal data. This one covers a hosted order management platform for a UK retailer, with the processing annex, a table of five named sub-processors and their transfer safeguards, eight security measures, and a breach notice of 48 hours rather than 72.