IP protected and delivered to a Prime

[OuterSpace]

I am a subcontractor, and we have asserted our data rights in our proposal to the Prime, who has a government contract. We are now negotiating T's&C's, and the Prime is telling me that the language has to specifically state that they "get a license to use our IP in performance of the Prime, and allow third parties to do the same."

I disagreed because I told them we will deliver whatever is a deliverable, and if it contains IP, we have protected it as our own, but they can still use the deliverable to perform there scope and no "license" is needed.

Who is correct here?

[Vern Edwards]

Under a government contract, the government may be entitled to specified rights in "data," including rights in subcontractor data. This is a very complicated matter, and no one with any sense will try to answer your question in this forum. The fact that you even asked the question the way that you did indicates that you do not understand this difficult topic. 

If this is an important matter to your company, then you need professional advice. You must consult an attorney who specializes in intellectual property rights under government contracts.

I urge you not to get involved here with people who want to help you. Ignore them. Seek professional advice.

[Neil Roberts]

3 hours ago, OuterSpace said:

I am a subcontractor, and we have asserted our data rights in our proposal to the Prime, who has a government contract. We are now negotiating T's&C's

T's & C's observation and comment. With respect to your company dealings with its customers, the process should request or receive customer proposed terms and conditions with receipt of the request to propose. You should address major concerns in responding to the proposal or at least identify those that look troublesome or in non-familiar territory that you should work ASAP. You may have put yourself at a negotiation disadvantage and or make your customer uncomfortable, if the  customer license requirement was already a proposed term and condition. If the customer did not make you aware of any proposed terms and conditions with the request to propose, you may wish to reconsider who you are dealing with. If the customer is now changing its proposed terms and conditions, you should emphasize that it is a surprise and not contemplated. As indicated above, this area is very complicated and needs professional advise.Obtain it and then make your business decision about terms and conditions.