California Checklist for Intellectual Property Partnership and Joint Venture Agreements

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Unlike many other corporate agreements, technology-based joint venture and partnership agreements are usually highly customized. While no checklist can contemplate every relevant joint venture or partnership topic, it is possible to list many of the core issues that often present themselves in such settings. This list should be helpful when viewed in that context.

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FAQ

The JV agreement should define how jointly developed IP will be owned. Options for ownership include: ? The JV owns the Joint IP during the life of the JV. This requires that there be a plan in place Joint IP in the event of termination/dissolution of the JV.

Specifically, like a general partnership, a joint venture does not have any filing requirements with the California Secretary of State in order to be formed. All that is necessary to form a joint venture is a written or oral agreement, or an agreement implied by the parties' conduct.

A general partnership is a business entity that is made up of two or more entities to carry on a trade or business. Each partner contributes money, property, labor, or special skills and each partner shares in the profits and losses from the business.

Joint ventures involve joint control and decision-making by the collaborating parties, while partnerships involve shared control and decision-making. Joint ventures dissolve after the completion of the specific project or objective, whereas partnerships can dissolve by agreement or legal dissolution.

California law dictates that a joint venture is virtually identical to a general partnership. For example, neither group needs to register with the Secretary of State (SOS) or submit written documentation in order to legally operate.

In a joint venture (JV), two or more businesses decide to combine their resources in order to fulfill an enumerated goal. They are a partnership in the colloquial sense of the word but can take on any legal structure. A common use of JVs is to partner up with a local business to enter a foreign market.

IP developed by the JV The default position (assuming that there is no shareholder licence containing a ?grant-back? clause) is that the JV will own any IP that is developed for or by it using its employees or contractors (subject to the terms of the agreement with the contractor).

A joint venture usually involves a single business transaction, whereas a partnership may involve 'a continuing business for an indefinite or fixed period of time. ' Yet a joint venture may be of longer duration and greater complexity than a partnership.

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California Checklist for Intellectual Property Partnership and Joint Venture Agreements