Before embarking on a joint venture (JV), consider the intellectual property (IP) rights that the new business will use. Think through and include in a written document parameters of what IP is or is not being contributed, who owns rights created during the venture, how the venture can use the IP, who can control the usage of the JV, and what happens to the rights upon termination. Jumping into a JV without talking through and documenting each of these aspects can lead to confusion during operations and disputes once the business ceases. Often, there will be licenses where each party grants to the JV a limited right to use the trademarks, copyrights, patents or trade secrets they are contributing, with each owner controlling how its rights are used by the JV, and taking back full ownership at the termination of the business.
Ned T. Himmelrich
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