How do you protect your intellectual property rights and confidentiality in a partnership contract?

1 Identify your IP and confidential information

The first step is to identify what types of IP and confidential information you and your partner have or will create in the course of the partnership. IP can include patents, trademarks, copyrights, trade secrets, designs, and software. Confidential information can include business plans, financial data, customer lists, marketing strategies, and other sensitive or proprietary information. You should make a list of these assets and specify who owns them, who can use them, and for what purposes.

2 Include IP and confidentiality clauses

The next step is to include clauses in your partnership contract that address the protection and management of your IP and confidential information. These clauses can vary depending on the nature and scope of your partnership, but some common elements include IP ownership, IP infringement, confidentiality, and non-compete and non-solicitation. The IP ownership clause defines who owns the IP that is created or used in the partnership, and how it will be registered, licensed, or transferred. The IP infringement clause outlines how the partners will deal with any claims or disputes arising from the use or misuse of IP. The confidentiality clause requires the partners to keep confidential any information that is disclosed or exchanged in the course of the partnership, and to limit its access, use, and disclosure to authorized persons and purposes. The non-compete and non-solicitation clause prohibits the partners from competing with or soliciting the customers, employees, or suppliers of the partnership or each other, during or after the termination of the partnership.

3 Review and update your contract regularly

The final step is to review and update your partnership contract regularly to ensure that it reflects the current and future needs and goals of your partnership. You should also monitor the performance and compliance of your partner and yourself with respect to the IP and confidentiality clauses, and address any issues or concerns promptly and amicably. If necessary, you can also seek legal advice or assistance from a qualified professional to help you draft, review, or enforce your partnership contract.