A June 2025 judgment of the Supreme Court of Appeal is not a of general interest save that it illustrates how, in this information age, careful drafting of provisions relating to the ownership of data and intellectual property attaching to the data is required.
The contract was for the provision of designated services to a municipality by installing and managing designated software and hardware for the management of the services provided by the municipality and its financial accounting. The agreement was “very sparse in its treatment of who owns what data”. On termination, the municipality reserved the right “to all data captured on the designated software”. The agreement did not define the meaning of data nor captured data. The definition of designated software made it plain that the intellectual property comprising this software remained the sole property of the service provider. The contract specified that the service provider was the sole proprietor of the intellectual property attaching to the data embodied in the designated software.
In an application where the municipality sought an order to obtain all the data, there was no clarity as to what data fell within the scope of the captured data. The matter was referred back to the high court for the hearing of oral evidence as to what data belonged to one party or the other.
The data world is becoming more and more complex. Agreements relating to data and its connected intellectual property need clear definitions and descriptions as to who owns and keeps what. These disputes are not infrequent and are expensive to resolve if the agreements are not carefully drawn.