Hi All,
I hoping that some of you can guide me &/or point me in right direction. I own a consulting company (LLC registered in Delware, primary office is in Illinois) - we provide data analysis & software development services (core focus is on data analysis & statistical analysis) - company name is www.g2cpartners.com in contract refered as G2C.

I am about to sign a contract with a client - they seem to have a very strict clauses in the agreement.

Intellectual Property ---- "....G2C hereby grants to XYZ-Company a non-exclusive, royalty-free, fully paid perpetual and irrevocable license to use and transfer G2C’s Knowledge Capital to the extent that is embodied in the work delivered to, ordered and commissioned hereunder."


Client Marketing & Non-compete --- ".....G2C also agrees not to directly or indirectly own, manage, operate, control, associate, participate in or otherwise engage in any online or offline business directly competitive with XYZ-Company in the education, telecom, cable, auto and finance industries during the Term of this Agreement and any extensions thereto, and for a period of one (1) year after the expiration or termination of this Agreement."


I am bit concerned about those two clauses - do you think they are pretty much are the industry standards & these are the generic clauses?

We are a startup so don't know if we have luxury to revise these; & neither do we plan to compete with this client but I was more concern about the intellectual property - what if we go & patent some of our data analysis process (not that it can happen immediately but in future it may; then how do I make sure that IP (intellectual property) is protected.

Any Advise ?

Thanks
-Ezee
PS - by the way client is also a LLC (registered in DE & operating in IL).