Onley Law helps Canadian businesses protect the intellectual property that defines their competitive advantage: copyright in code and content, trade secrets in confidential information, IP assignments from contractors and employees, and IP due diligence for fundraising and M&A.
This page covers our non-trademark IP work. For Canadian trademark clearance, registration, opposition, infringement, and licensing services, see our Trademark Services page, led by Trish Sawhney, a registered Canadian Trademark Agent.
Copyright
Copyright arises automatically in Canada the moment an original work is created — code, documentation, UI designs, marketing copy, technical writing. Registration with CIPO is optional but provides evidentiary advantages in infringement proceedings and can be required by some US-facing contracts.
What we help with:
- Copyright registration with CIPO for code, documentation, and marketing materials
- Contractor and employee copyright ownership review
- Copyright infringement assessment and cease-and-desist correspondence
- US Copyright registration coordination for cross-border businesses
Trade Secrets and Confidential Information
Trade secrets cover confidential information a business keeps private: source code, algorithms, customer lists, pricing strategies, technical architecture, and internal know-how. Protection depends on active steps to maintain confidentiality. Unlike patents or copyrights, trade secrets have no fixed duration — they last as long as the information is kept confidential.
What we help with:
- Non-disclosure agreements for employees, contractors, and business partners
- Trade secret protection policies and access-control frameworks
- Confidentiality provisions in commercial contracts
- Departing-employee trade secret enforcement
IP Assignments and Licensing
IP ownership must be actively secured, particularly when work is done by contractors, employees, or third parties. IP assignment agreements transfer ownership; licensing agreements grant permission to use while retaining ownership. Both require careful drafting to avoid gaps or ambiguity.
What we help with:
- IP assignment agreements from contractors, employees, and founders to the company
- Software and technology licensing agreements (both sides)
- Open-source software compliance review
- IP assignment cleanups for fundraising and M&A due diligence
IP Due Diligence
Whether preparing for a fundraise, an acquisition, or a strategic partnership, sophisticated counterparties do IP diligence. Clean IP ownership (registered marks owned by the company, not by founders personally; signed IP assignments; documented copyright chain) is much easier to prepare in advance than during a live transaction.
What we help with:
- Pre-fundraise IP audit and cleanup
- M&A IP due diligence (buy-side or sell-side)
- Technology partnership and joint venture IP structuring
- Open-source software audit and compliance
Frequently Asked Questions About Intellectual Property in Canada
Do I need to register copyright for my code and content in Canada?
No. Copyright arises automatically the moment you create an original work in Canada. Registration with CIPO is optional and provides evidentiary advantages if you ever need to enforce your copyright. For most businesses, the cost of registration is small relative to its strategic value, particularly for core business assets like source code and flagship marketing materials.
How is a trade secret different from a patent or copyright?
A trade secret is confidential business information that is kept private and derives its value from being unknown to competitors. Unlike a patent (which requires public disclosure and expires) or copyright (which has a fixed term), a trade secret lasts as long as it remains confidential. Protection depends on active steps: NDAs, access controls, security measures, and enforcement when leaks occur.
Who owns intellectual property created by a contractor?
By default in Canada, the contractor typically owns the IP they create unless a written agreement transfers ownership to the hiring party. This is a common and costly mistake. Every contractor engagement should include a clear IP assignment provision that vests ownership of work product in the hiring company. Cleanups after the fact are more expensive and less reliable than getting it right upfront.
When should I do IP due diligence?
Before you need it. IP diligence at the time of a fundraise, acquisition, or partnership discovers problems at the worst possible moment (during a live transaction where every issue becomes leverage against you). An IP audit before you need it identifies gaps — missing assignments, unclear ownership, unregistered marks — while there is time to fix them cleanly.
What is the difference between IP assignment and IP licensing?
An assignment transfers ownership permanently: the assignor no longer owns the IP after the assignment. A licence grants permission to use the IP without transferring ownership: the licensor retains ownership. Assignments are typically used for founder-to-company transfers and acquisition transactions; licences are used for ongoing commercial arrangements. The choice has significant tax, control, and strategic implications.
Need Help With Your Intellectual Property?
Tell us about your situation. Whether you need a copyright registration, a contractor IP cleanup, or an IP audit before your next fundraise, we will provide a fixed-fee quote within one business day.
Looking for trademark services? See our Trademark Services →