You keep your idea. You own the software we build for you once it is paid for. We keep our own reusable components and license them to you.
These Intellectual Property Terms ("IP Terms") govern ownership of ideas, materials and software in connection with any engagement between Technosphere Innovations ("Technosphere") and you ("the Client"). They are accepted alongside the Mutual Non-Disclosure Agreement and apply to every submission and engagement unless a signed written agreement between the Parties says otherwise.
Everything the Client submits — the business concept, specifications, brand, content, data and any material the Client supplies ("Client Materials") — remains the Client's property. Technosphere acquires no right in Client Materials other than a limited licence to use them for the purpose of scoping, quoting and delivering the engagement.
Submitting an idea to Technosphere does not give Technosphere any right to build, operate, license or commercialise that idea for itself or for any other person.
The Client owns the Deliverables. On receipt by Technosphere of payment in full for a given engagement, Technosphere assigns to the Client, absolutely and free of encumbrance, all intellectual property rights in the bespoke work produced specifically for that engagement (the "Deliverables"), including source code, database schemas, designs and documentation written for the Client.
This assignment is made in writing for the purposes of the Copyright Act 2022. Until payment is made in full, the Client has a licence to use the Deliverables for evaluation and testing only, and no assignment takes effect.
Technosphere retains ownership of everything it brings to an engagement that was not created specifically for the Client, including its frameworks, libraries, boilerplate, internal tooling, methods and know-how ("Background IP").
Where Background IP is embedded in a Deliverable, Technosphere grants the Client a perpetual, irrevocable, worldwide, non-exclusive, royalty-free licence to use, modify and host that Background IP as part of the Deliverable, including the right to have a third party do so on the Client's behalf.
The practical effect is that the Client can take the Deliverables to another developer at any time. Technosphere does not retain any right that would prevent that.
Deliverables may incorporate third-party or open-source components licensed on their own terms. Those components are not assigned; they remain governed by their own licences. Technosphere shall, on request, provide a list of such components and their licences for a given Deliverable.
Technosphere may use the general skills, techniques and knowledge retained in the unaided memory of its personnel. This clause does not permit any use or disclosure of Client Materials or Confidential Information, and is subject in all respects to the Mutual Non-Disclosure Agreement.
Technosphere may not name the Client, describe the engagement, or display any Deliverable publicly without the Client's prior written consent. Where consent is not given, Technosphere may refer to the work only in anonymised terms that do not reasonably identify the Client.
Consent may be withdrawn at any time by written notice, and Technosphere shall remove the relevant material within fourteen (14) days.
Nothing in these IP Terms constitutes an application for, or grant of, any patent. Patents in Nigeria are granted by the Trademarks, Patents and Designs Registry under the Patents and Designs Act. Acceptance of these IP Terms does not create, register or protect any patent right, and Technosphere makes no representation as to the patentability of any idea.
Where an invention capable of patent protection arises from an engagement, the Parties shall discuss in good faith who is entitled to apply and shall record the outcome in writing before any application is filed.
The Client warrants that it owns or is licensed to use the Client Materials, and that Technosphere's use of them for the engagement will not infringe any third party's rights. The Client shall indemnify Technosphere against claims arising from a breach of this warranty.
Technosphere warrants that the Deliverables are its original work, save for third-party components disclosed under clause 5, and that to the best of its knowledge they do not infringe the intellectual property rights of any third party.
On completion and payment, Technosphere shall deliver the source code and documentation to a repository or account nominated by the Client, and shall transfer or assist in transferring any hosting, domain or third-party account created for the engagement in the Client's name.
If an engagement ends before completion, the Client owns the Deliverables produced and paid for up to the date of termination, on the same terms as clause 3. Work not paid for is not assigned.
These IP Terms are governed by the laws of the Federal Republic of Nigeria, and the dispute resolution provisions of the Mutual Non-Disclosure Agreement apply to them.
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