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Last week our long standing Partner, Clarion Solicitors, gave a most interesting talk on 2 subjects; employment contracts and intellectual property, under the heading Protecting your Business. It was delivered by Chris Booth and Sue Streatfield both partners in Clarions to an audience of approx 20.

Unlike me to bother saying this but the following is only a very brief summary of complicated legal stuff and you must take proper legal advice before implementing any of it

Employment Contracts

Chris started with a few provisions you should expressly include in your contract; a duty of good faith, an obligation not to disclose confidential information such as pricing for particular clients. All bonus provisions should state the bonus is discretionary.

Protection provisions

Include a right to pay (monthly) in lieu of notice with an obligation to try to find another job during the pay in lieu period. And a right to send on Garden Leave – remaining as an employee. And include restrictive covenants. What is reasonably needed to protect your business at the time of entering into the agreement. If nothing else they can act as a  deterrention:

A non-solicitation clause – its difficult to prove breach

Non-dealing – easier to prove a breach

Non-poaching of certain key staff

Non -compete – difficult to enforce, easier if they have highly confidential information

Taking Action

Issue a cease and desist warning. Injunction granted only if damages will not be an adequate remedy.

Intellectual Property

Software – developers own the IP in the software they create, watch out!

Patents – novel inventive step, monopoly for 20 years, you can grant licences for different uses and areas. The owner is the creator so this needs to be “removed” in the employment contract.

Trade Marks – they never run out


Protects the records that record the idea but not the idea itself.

Usually last for 70 years, There must be some intellectual effort in the recorded material.

Beach – is it “recognisable” as from the original. Either has copied it or “must have” copied it.


Nick Butler