Intellectual Property Ownership Under the EOR Setup with Horizons

When engaging with an Employer of Record (EOR) like Horizons, understanding the ownership of intellectual property (IP) created by professionals during their assignment is crucial. This article clarifies how IP ownership is handled under the EOR setup, specifically focusing on the agreements between Horizons, the client, and the professional.

1. Overview of the T&Cs and Employment Agreement

Horizons operates under a dual agreement system:

• Terms & Conditions (T&Cs): These are the contractual terms that may include an online T&Cs, a Services Agreement, or a Master Services Agreement (MSA) signed between Horizons (referred to as "the Provider") and the client.

• Employment Agreement: Signed between Horizons and the professional employed on behalf of the client.

2. IP Ownership in the T&Cs

The T&Cs generally state that all intellectual property rights, including inventions, copyrights, and any other IP created by the professional during their assignment, are solely owned by the client. This ensures that, regardless of the professional's employment by Horizons, any IP they create during their work assignment belongs exclusively to the client.

3. IP Ownership in the Employment Agreement

In the employment agreement between Horizons and the professional, the intellectual property created by the professional is initially stated as belonging to Horizons. This is a standard approach to align with employment laws and ensure that the professional's output is appropriately managed within the legal framework of the employer.

4. Ceding IP Ownership to the Client

To align with the client's interests as stipulated in the T&Cs, Horizons cedes the ownership of any IP created by the professional to the client. This means that although the IP is technically owned by Horizons under the employment agreement, the rights are immediately transferred to the client as per the terms of the T&Cs.

5. Why This Structure?

This dual-structure approach is designed to:

• Comply with local employment laws: Ensuring that the IP created by an employee is initially owned by the employer (Horizons) is a standard legal requirement in many jurisdictions.

• Protect the client’s interests: The T&Cs supersede the employment agreement regarding IP ownership, ensuring that the client retains full control and ownership of any IP created during the professional's assignment.

6. Key Takeaways

• Client Ownership: Under the T&Cs, the client owns all IP created by the professional during their assignment.

• Horizons’ Role: Horizons initially holds the IP rights as the employer but cedes them to the client in compliance with the T&Cs.

• Legal Alignment: This structure balances the requirements of local employment laws with the business needs of the client.