Background and new IP
Most collaborative agreements separate background IP, meaning what each party owned before the deal, from foreground IP created during it. Each party usually keeps its background IP and grants the other only the rights needed for the project. Ownership of new IP is negotiated: one party may own it outright, the parties may own it jointly, or ownership may be split by field. Joint ownership sounds fair but is often hard to manage, because co-owners' rights to use, license, and enforce vary by type of IP and by country. Where joint ownership is chosen anyway, the agreement should spell out who may license, who files and pays for registrations, and who decides whether to sue.
Labels matter less than terms
Intellectual property agreements include assignments that transfer ownership, licenses that grant permission, confidentiality agreements that protect information shared during talks, and development or services agreements that may cover all of these. A contract called a license may effectively transfer everything, and a services agreement may say nothing about who owns the deliverables. Clauses on improvements, derivative works, and customer feedback are frequent sources of later disputes, especially when a vendor reuses tools across clients.
Reviewing a draft
We start by asking what each side is contributing and what each wants to walk away with if the relationship ends. We then check whether the agreement matches that goal, whether it covers every relevant form of IP, and whether the governing law, dispute resolution, and termination provisions work for your situation. If the other party is overseas, we also look at where the agreement could realistically be enforced. Bring the draft, any earlier NDAs or term sheets, and a short description of the project.
