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Good Background IP Protection is Not a Luxury in a Difficult Economy.

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The recent economic upheavals in the Chinese economy have had a dramatic global effect on commodity producers. Mining corporations have been especially vulnerable to falling demand. In these economic situations, the impulse is often to look for ways to cut costs, and administrative and legal fees are often among the first to be trimmed. But mining corporations should think twice before neglecting to protect their IP, especially their background IP.

Minerals in the ground are not the only resources that can be developed and sold. Mining companies often have a wealth of unrecognized IP stored in the form of design improvements to equipment, internally developed equipment, and internally generated software. Recognizing and creating inventories of these assets is the first step. Obtaining good legal advice to develop background IP licensing agreements is the second step.

The third step is to market this IP to potential licensees.

Read the article here.

Take away:

  • Protecting your background IP helps to maximize the value of business assets, which is especially important in tough economic times.

 

Are you a Startup Company looking for discounted legal services? Check out our partnership with Black Letter Law lawyers here!

 

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This article is provided for informational purposes only and does not create a lawyer-client relationship with the reader. It is not legal advice and should not be regarded as such. Any reliance on the information is solely at the reader’s own risk. Clausehound.com is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents to make businesses more productive. Clausehound offers a $10 per month DIY Legal Library which hosts tens of thousands of legal clauses, contracts, articles, lawyer commentaries and instructional videos. Find Clausehound.com where you see this logo.

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Understanding the Nature of the IP is Key to Drafting IP Transfer and Licensing Agreements

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A thorough understanding of the IP involved in a transaction is an essential first step to drafting an IP transfer or licensing agreement. The nature of the IP will determine the issues that need to be addressed, and will assist in determining the appropriate scope of the licence. It will also determine the structure of payment and/or royalty provisions.

Careful attention should be given to the rights the licensee wishes to obtain, and the rights the licensor wishes to retain when drafting the grant of the license. The business objectives and outcomes of both parties will help to determine the scope of the license. Considerations include the use granted, territory, term, exclusivity, revocability, sublicensing, termination etc. When deciding if the licence is to be exclusive, non-exclusive or sole, particular attention should be given to ensure that the language chosen is consistent with applicable statutory definitions, and that the agreement is enforceable according to the intentions of the parties.

Read the article here.

Take away:

  • Before drafting an IP transfer or licensing agreement, the drafter should have a thorough understanding of the nature of the types of IP to be covered by the agreement.

 

Are you a Startup Company looking for discounted legal services? Check out our partnership with Black Letter Law lawyers here!

 

–  –  –

This article is provided for informational purposes only and does not create a lawyer-client relationship with the reader. It is not legal advice and should not be regarded as such. Any reliance on the information is solely at the reader’s own risk. Clausehound.com is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents to make businesses more productive. Clausehound offers a $10 per month DIY Legal Library which hosts tens of thousands of legal clauses, contracts, articles, lawyer commentaries and instructional videos. Find Clausehound.com where you see this logo.

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Background IP Licensing Agreements Promote Innovation

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An Australian specialist in cricket helmets wanted to break into the jockey helmet market, but couldn’t quite perfect the manufacturing process. Attempts to manufacture offshore (China) were plagued with difficulties. However, through a networking association, access to university background IP on material properties made it possible to move forward, not just with manufacturing, but with manufacturing domestically, thus avoiding issues of offshore sourcing, including consistency of materials and consistency of manufacturing process.

Innovative startups can benefit from university background IP, while universities can benefit from bringing this IP to market. It is important for both parties that a robust policy and appropriate licensing agreement is developed to both protect background IP and promote its use in industry.

Read the article here.

Take away:

  • Having a policy in place for sharing while protecting background IP, can make/break a startup, can encourage innovation and create new products and markets and economic growth.

 

 

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This article is provided for informational purposes only and does not create a lawyer-client relationship with the reader. It is not legal advice and should not be regarded as such. Any reliance on the information is solely at the reader’s own risk. Clausehound.com is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents to make businesses more productive. Clausehound offers a $10 per month DIY Legal Library which hosts tens of thousands of legal clauses, contracts, articles, lawyer commentaries and instructional videos. Find Clausehound.com where you see this logo.

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Early IP Due Diligence in M&A is Essential

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When one company acquires another, especially if the acquired company’s major assets include IP, the question often arises of whether the acquirer has purchased a company…or a lawsuit. IP due diligence should begin early, and care should be taken that IP reps and warranties are adequate to protect against third party claims.

This article addresses the IP risks that arise in mergers and acquisitions. The article notes that a joint owner of a patent can grant a license to a third party without the approval of the other joint owner (under US patent law). One solution is to have the joint owners covenant to each other that neither will grant a license to competitors. A second solution is to allow one company to own the jointly created IP and then grant a license to the other joint developer, with the grant of the license subject to sublicensing restrictions.

Read the article here.

Take away:

  • In M&A IP due diligence should be an early priority.

 

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This article is provided for informational purposes only and does not create a lawyer-client relationship with the reader. It is not legal advice and should not be regarded as such. Any reliance on the information is solely at the reader’s own risk. Clausehound.com is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents to make businesses more productive. Clausehound offers a $10 per month DIY Legal Library which hosts tens of thousands of legal clauses, contracts, articles, lawyer commentaries and instructional videos. Find Clausehound.com where you see this logo.

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JV Parties Must Develop Comprehensive Background IP Protection Strategy

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Joint ventures (JV) have lower capital costs than 100% acquisitions, which makes them increasingly popular during times of economic uncertainty. JV partners however, are likely to be actual or potential competitors. This has important implications for how one shares IP with a JV partner, and for what happens to jointly developed IP when the JV folds. Who will own background IP on termination of the JV? Will a partner or 3rd party will have continuing access to the IP post termination?

Before committing to the JV, both parties must undertake proper IP due diligence. Parties will need to examine validity, enforceability, ownership, scope and protection of IP. They will also need to examine the legal regime of the countries where the JV will operate: What are the laws? Are they enforced? How is IP protected in practise? The laws of country where JV may be operating may also restrict how the JV and ownership issues can be structured.

The article also recommends that different IP strategies be considered, including the “black box” strategy and the “killer apps” strategy.

IP leakage must be minimized, and trade secret and confidentiality best practices must be adopted. This may include joint training on confidentiality so that neither party can claim that they did not know what the rules are.

Read the article here.

Take away:

  • Robust IP Agreements must be in place before parties proceed with a joint venture.

 

–  –  –

This article is provided for informational purposes only and does not create a lawyer-client relationship with the reader. It is not legal advice and should not be regarded as such. Any reliance on the information is solely at the reader’s own risk. Clausehound.com is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents to make businesses more productive. Clausehound offers a $10 per month DIY Legal Library which hosts tens of thousands of legal clauses, contracts, articles, lawyer commentaries and instructional videos. Find Clausehound.com where you see this logo.

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