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Start with a nondisclosure agreement, which must cover four key points: a. Exactly what information is to be kept confidential and how it must be handled b. Time limits and purposes for which this information can be used c. The process for enforcing the agreement d. Remedy if a violation occurs Bear in mind that a nondisclosure agreement is only a first step and you shouldn't assume that it is sufficient in and of itself. |
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Protect your intellectual-property rights before approaching a potential partner. At the most basic level this means creating a detailed record with witnessed notes documenting each material facet in the development of your concept or invention. If there are concerns about premature disclosure, a provisional patent application provides protection for a period of 12 months. |
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Keep a detailed chronology and complete notes of your discussions. Keep a clear record of disclosures made and to whom they were made. Keep everything the potential partner provides to you in its original form. |
| Control the amount of disclosure given to a potential partner. Be measured, not wildly excited. In the early stages, it is wise to share only what is required to pique a partner's interest. Don't give away the farm until you are comfortable that a business relationship, not just a technology-sharing relationship, has developed. |
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Make sure you are discussing your concept or invention with the right players. You want to deal with those who can make a business decision to create a strategic partnership, not just those who find your intellectual property interesting or useful to their development efforts. |
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Be realistic about the value of a strategic relationship. Expect a relationship to have three to four years of viability. Technologies change. Competitors respond with comparable concepts or products. Plan your exit strategy from the beginning. |
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Be prepared to move quickly if a worst-case scenario materializes. Assemble all of the information you have carefully preserved. Seek counsel. Pay for an analysis of the strength of your position from an attorney experienced in IP rights and then decide what to do. |
Negotiating a Partnership Agreement
A realist's guide to creating a strategic partnership while maintaining control over intellectual property
By Vivek Wadhwa
When negotiating a partnership agreement that involves your intellectual property, attorney Robert Singer of Greensboro (N.C.) law firm Brooks, Pierce, McLendon, Humphrey & Leonard, who specializes in corporate law, says you must be prepared to protect your IP rights by keeping detailed notes on negotiations and limiting how much proprietary information you disclose to potential partners. You also should be realistic in your expectations and make sure you are speaking to the right people. More of his advice follows.