Jurisdiction(s):
United Kingdom

Key definition

Intellectual property definition

What does Intellectual property mean? Intellectual property describes intangible legal rights in creative, technical and branding outputs used and enforced in commercial practice, often abbreviated to IP or IPR. In the UK and Ireland the term is descriptive rather than a single statutory definition; discrete rights arise under specific regimes, typically including copyright, patents, trade marks, registered and unregistered designs, database right, trade secrets and confidential information, and the common law tort of passing off. These rights are territorial, generally time‑limited (trade secrets/confidential information can subsist indefinitely if secrecy is maintained), and confer exclusive rights that can be licensed, assigned, charged as security and...

IPR in UK Outsourcing: Ownership (Background/Foreground), Licensing, Open Source, AI/RPA, Warranties, Indemnities and Exit

Published by a LexisNexis TMT expert

Practice notes

intellectual property rights (IPR) can frequently become flashpoints and areas of dispute in outsourcing contract discussions and negotiations. Questions typically centre on the ownership and the licensing of rights, and also on the warranties and indemnities that each party seeks from the other concerning their authority to supply IPR (or provide access to it).

This Practice Note addresses the following:

Is intellectual property core to the deal?
Categories of IPR in outsourcing arrangements
Background IPR
Foreground IPR
Open source software
New technologies including artificial intelligence (AI) and robotic process automation (RPA)
Warranties and indemnities
Handling of IPR on exit

For illustrative clauses on IPR in outsourcing, refer to clause 29 in Precedent: Outsourcing agreement—long form. For a template IPR indemnity clause, see Precedents: Third party intellectual property rights indemnity clause—pro-supplier and Third party intellectual property rights indemnity clause—pro-customer.

Is intellectual property core to the deal?

In some outsourcing projects, the creation and ownership of IPR is the pivotal element of the transaction. For example, in an application development engagement, the customer will instruct the supplier to build and deliver software applications on its behalf...

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Web page updated on 21/05/2026

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