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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

Why This Matters: Proper ownership clauses prevent conflicts over valuable assets, safeguard core technologies, and maintain clarity on post-termination rights.

Negotiation strategy

If you're the Company A:

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.

If you're the Company B:

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.

Example clauses

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."

Fallbacks

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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