Your company has signed a nondisclosure agreement with a foreign-based entity. You and the foreign-based company intend to exchange critical confidential information and, ultimately, form a joint venture to profit from the collaboration, the contributed intellectual property (IP), and related investments.
Have you taken all the correct steps in each of the written agreements to protect your company’s disclosures and to prevent a dispute from arising? Does your nondisclosure agreement facilitate the exchange of information and the formation of the joint venture? Should a dispute arise, will the nondisclosure agreement protect your company, its disclosed confidential information, and related IP? Will your agreements provide the necessary protections under both U.S. and foreign laws?
These are specialized situations because the parties typically share information in the formative stage of the process, and then continue to share over several years of the venture. One party may be disclosing more of its secret sauce, while the other may have ongoing, internal projects that are similar to those disclosed. We call these hybrid agreements because the parties interact with each other, almost as if the joint venture were formed, i.e., the “hybrid” nature of the commercial relationship.
Here are some things to consider for nondisclosure agreements, “hybrid joint venture” agreements, and the related international IP dispute resolution issues that may arise:
For the nondisclosure agreement, you should:
For any proposed joint venture agreements:
For multiparty, multi-jurisdictional IP disputes:
In conclusion, for any hybrid joint venture, you should have an interdisciplinary legal team that is able to:
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