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Sometimes as service providers, it is difficult to draw the line between what is intellectual property and what is �community� property. Service providers, including lawyers, web designers, and other consultants/advisors often have as part of their unique business models and processes �tool kits� that they use to provide services and develop �tangibles� for the client.

It is important for service providers that differentiate themselves through proprietary processes and �tool kits� to protect those assets. When financial models, decision tools, training materials, and templates are developed for your company and then used as part of the process with the client or shared with the client � either for training purposes, as an example, or for the sole use of the client company � that those items be protected.  

Protection can take the form of copyrights or trademarks/servicemarks (registered or nregistered).   Not charging your clients for the use of your proprietary tools is okay, if that is your choice. It does need to be a conscious choice, however, not a default position. Unfortunately, in the age of electronic files and copy machines it is easy to lose control of your intellectual property. To minimize the risk, consider doing some of the following:

� State clearly in contracts, engagement letters, and other documents how intellectual property ownership is handled.

� Spell out in work-for-hire agreements when ownership rights transfer, if they do.

� Indicate on all work products who retains ownership with copyright and other intellectual property notices.

� State clearly what happens if a client fails to pay the full bill for development of content, tools, and other work products.

� Institute policies and controls over the distribution and �sharing� of intellectual property with clients, by clients, and third parties that have access to your proprietary information as a result of interaction with your clients.

� State expressly what usage is allowed and what is prohibited.

Why be concerned? As a service provider should your �tool kit� become readily available to competitors, prospects, and, well, anyone else, you are now competing against others who can use your tools and insights.   Copyrights, in particular, won�t prevent someone from looking at what you have developed and creating a similar product or tool. It will open them to penalties only for specifically duplicating the EXACT thing you have created or for using your tool.

As clients and peers of service providers, individuals and companies it is important act with integrity in viewing, using, and obtaining the intellectual property of others. Service providers rely upon their �products� to differentiate themselves from competitors and to provide revenue to their businesses. Misappropriation of documents, procedures, financial models, websites, �look and feel� items, and all of the other work products without compensation is a form of theft. Certain activities may be deemed �fair use� � it may infringe but is excused because it is �transformative� � research, journalism, and the like. �Fair Use� isn�t distributing a spreadsheet model or other proprietary document or tool to other companies, colleagues, or individuals for their use.

It is easy to fall into the practice of �sharing� great tools, articles, or other items. Be cautious and cognizant of intellectual property rights when you distribute materials, tools, spreadsheets, or any thing else that may be someone else�s means of making a living, earning royalties or other revenues. Intellectual property use truly is a Golden Rule area - �do unto others, as you would have done unto you�.