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PLAYBOOK TEMPLATES
Joint Development Agreement (JDA)
A JDA sets forth terms for collaborative product or technology development, addressing ownership, confidentiality, and IP outcomes. This playbook highlights best practices for defining contributions, milestones, and dispute resolution.
IP Ownership
Negotiation strategy
Ensure that all developments created under the agreement are clearly owned by the company. Negotiate for exclusive rights to any improvements made to the company's background IP.
Negotiate for joint ownership of developments where contributions are significant. Secure rights to use improvements for future projects.
Essential elements
1
Background IP Retention
Retain rights to existing IP.
2
Development Ownership
Ownership of new creations.
3
Improvement Licensing
Rights to use enhancements.
Action framework
ACCEPT
Propose edits when ownership terms are unclear or unfavorable.
EDIT
Reject clauses that do not protect core IP assets.
ADD
Add clauses to clarify joint ownership or licensing terms.
PRO TIP
Always ensure IP clauses are aligned with your strategic business goals to avoid future disputes.
Real-world examples
FAVORABLE
Preferred Background Intellectual Property Clause
"Each Party shall retain all right, title, and interest in and to its Background Intellectual Property. Nothing in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any rights in any Background Intellectual Property of a Party, except as expressly provided in this Agreement."
NEUTRAL
Standard Development Ownership Clause
"All rights, title, and interest in and to any Developments, including any Intellectual Property Rights therein, shall be owned by the Party that creates such Developments."
UNFAVORABLE
Ambiguous IP Rights Clause
"The ownership of any developments shall be determined at a later date, subject to further negotiation."
Alternative scenarios & positions
Jointly Created Developments
In cases where developments are jointly created, ensure a joint ownership agreement is in place to reflect each party's contribution and prevent disputes.
High-Risk Projects
For projects with significant investment, ensure IP ownership is clearly defined to protect financial interests and future revenue streams.
Cross-Border Agreements
Consider jurisdictional differences in IP laws when drafting clauses for international agreements to ensure enforceability.
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