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What are the best practices for protecting your company's IP in joint venture contracts?

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Joint ventures (JVs) are strategic partnerships between two or more parties that combine their resources, expertise, and assets to pursue a common goal. However, JVs also involve sharing intellectual property (IP), which can be a valuable and vulnerable asset for any company. IP refers to any creations of the mind, such as inventions, designs, logos, software, or trade secrets, that have economic value and legal protection. How can you protect your company's IP in JV contracts without compromising the benefits of collaboration? Here are some best practices to consider.

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Shalini Sitaraman Menezes, ABD

Founder at Patented.Network & MG IP - I help you protect your IP and monetize it.

1 Identify your IP assets

Before entering a JV, you should identify and document your IP assets, such as patents, trademarks, copyrights, or know-how, that you own or have rights to use. You should also assess their value, relevance, and risk level for the JV project. This will help you determine which IP assets you are willing to share, license, or transfer, and which ones you want to keep exclusive or confidential. You should also conduct due diligence on your potential JV partner's IP assets and practices, and verify their ownership, validity, and infringement status.

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Christian B.

International Development at Cognition IP
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When entering a joint venture with any kind of partner (private, public, university, other) it's important to work with IP counsel to identify what IP assets you currently have (or can claim). In the partnering process, valuable innovations, processes or other key information can be disclosed directly or indirectly, which always carries some level of risk. Identifying and protecting what's yours will make the agreement clear.

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2 Define your IP rights and obligations

In the JV contract, you should clearly define the IP rights and obligations of each party, such as who owns, controls, licenses, or uses the existing or new IP generated by the JV. You should also specify the scope, duration, and territory of the IP rights, and the royalty or fee arrangements if applicable. Moreover, you should establish the IP responsibilities of each party, such as who registers, maintains, enforces, or defends the IP, and who bears the costs or liabilities. Additionally, you should set the IP standards and policies for the JV, such as how to handle IP disputes, confidentiality, or audits.

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Christian B.

International Development at Cognition IP
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Being clear on your JV contract will save time, effort and expenses, all of which can arise in the event of misunderstanding or unfulfilled expectations. On each side, define ownership of IP assets and specify how the IP is to be handled in a variety of scenarios, best-case and worst-case included. By working with an experienced IP attorney in your industry, many of these scenarios and inherent risks can be anticipated from deep industry knowledge, familiarity with typical types of industry players or understanding how key terms can imply advantageous/disadvantageous nuances.

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3 Implement IP protection measures

To safeguard your IP in the JV, you should implement effective IP protection measures, such as registering your IP in relevant jurisdictions, using appropriate legal agreements, such as non-disclosure agreements (NDAs), licensing agreements, or assignment agreements, and marking your IP with notices or labels. You should also monitor and enforce your IP rights against any unauthorized use, disclosure, or infringement by third parties or JV partners. Furthermore, you should educate and train your JV staff and stakeholders on the importance and best practices of IP protection.

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4 Manage IP changes and exit scenarios

During the JV lifecycle, you should be prepared to manage any changes or exit scenarios that may affect your IP rights or interests. For example, you may need to renegotiate or amend your IP terms if the JV scope, objectives, or partners change. You may also need to plan for the IP consequences if the JV terminates or dissolves. In such cases, you should consider how to deal with the IP ownership, transfer, or disposal, and how to protect your IP from misuse or leakage after the JV ends.

Protecting your company's IP in JV contracts is a complex and critical task that requires careful planning, negotiation, and execution. By following these best practices, you can balance the benefits and risks of sharing your IP in a JV, and secure your competitive advantage and innovation potential.

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5 Here’s what else to consider

This is a space to share examples, stories, or insights that don’t fit into any of the previous sections. What else would you like to add?

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Shalini Sitaraman Menezes, ABD

Founder at Patented.Network & MG IP - I help you protect your IP and monetize it.
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One of the things that gets neglected is improvements or innovations that could arise as a direct consequence of the joint venture. Because it is not present at the time of the JV coming into existence , it gets left out of the contract. Put your pen to paper and try to envisage the various IP that can be generated from the IP and collaboration of the parties to the JV. Worst case, add a clause making provisions for the improvement using Right of first refusal and other mechanisms..

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Christian B.

International Development at Cognition IP
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All to often, the promising rewards of joint venture opportunities can cloud decision making, with naivety, altruism and rushing the process being top vulnerabilities.

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What are the best practices for protecting your company's IP in joint venture contracts?

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1 Identify your IP assets

2 Define your IP rights and obligations

3 Implement IP protection measures

4 Manage IP changes and exit scenarios

5 Here’s what else to consider

Contract Management

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