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David Prange, partner at Robins Kaplan LLP in Minneapolis, Minn., led the education session “Joint Ventures and Minimizing Risks: Simple Steps to Protect Your IP Interests.” He provided an overview of best practices for protecting a company’s intellectual property (IP) while working with other companies.
The most important step at the beginning of a deal, Prange says, is talking about what protocol will be followed when things go awry. He says most often, the cause of legal issues is “the use of bad language and ambiguity” in contracts.
When drafting a contract, he says it’s important to be specific and clear, such as identifying which types of information are confidential, and how and by whom this information can be used (also known as an Acceptable Use Policy).
“Some might say, ‘Everything we share with you is confidential,’” but he says a document that helps to reconstruct a story that may have happened years ago is better, because you can then affirm, “This what they said was confidential, and they followed it.”
He advises against setting a contract end date or a sunset provision, as business relationships can change over time. Multiple contracts will likely also be created over the course of a partnership, which is why it’s crucial to meet regularly to discuss updates or changes.
He recommends including the following language in business contracts: “Certain terms continue after the relationship ends,” to ensure IP protection if the business relationship ends. He also recommends stating in the contract that once the relationship ends, any IP collected during the relationship must be destroyed.
In fact, he says it’s a good idea to have Dispute Resolution Provisions as a deterrent, including “Where we are able to sue.” To this point, he adds including a “home field advantage,” which would require any litigation to occur in the state where the company is headquartered, or where the company is well-known and holds a good reputation. This can aid in litigation instances going more smoothly than those that occur elsewhere.
Megan Phillips is associate editor for Specialty Fabrics Review.