Answers are intended as a general overview and discussion of the matters dealt with. They should not be construed as legal advice on any matter, and do not create a lawyer-client relationship with respect to an enquiry. It is not intended to be, and should not be used as, a substitute for obtaining legal advice. DLA Piper will accept no responsibility for any actions taken or not taken on the basis of this response.
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Before you provide any information to a prospective buyer, ensure you have a non-disclosure agreement in place. It may happen that you already have an NDA in place with the prospective buyer, in the context of your existing commercial arrangements. Do not rely on that NDA. It may not provide the proper scope, may have limited life remaining or may not contain provisions that are recommended to be included in the context of a sales process.
A non-employee contractor retains ownership of its intellectual property when developing software unless the contractor assigns the intellectual property rights in a written agreement.
Offer letters are typically short documents containing very basic terms and conditions of employment. A hallmark of an offer letter is the "at-will" employment provision, which provides that an employee can be terminated for any reason or for no reason at all (except an illegal one). Employment agreements on the other hand are lengthier documents that include more complex and sophisticated terms covering such things as non-solicitation, confidentiality, compensation, benefits, job duties and the circumstances under which the employee can be terminated.
