Joint Development Agreements: Proceed With Caution!

Typically, such collaborations utilize a succession of agreements, starting with an NDA, followed by a Joint Development Agreement, then perhaps Manufacturing, Purchasing and Licensing Agreements. This article will focus on the Joint Development Agreement.

First, the agreement should clearly identify the parties and their objectives. What is the goal of the collaboration? What technology is being developed? Do the parties plan to manufacture or sell products? Where? When? Which party will have such rights and will they be exclusive? What is the expected timeframe? What are the milestones? Greater certainty up front will reduce future disagreements.

The agreement should describe expected roles, responsibilities, rights and contributions of each party. Identify the expected contributions of capital, personnel, equipment, intellectual property and other assets. Who bears responsibility for what expenses? Who will handle regulatory requirements? Will insurance be required? How will profits and losses be shared? Are warranties expressly disclaimed?

The agreement should specify requirements for protecting confidential information, including information resulting from the collaboration.

It should state a term for the relationship and means of termination or buyout (although the latter can be difficult to agree upon in advance).

And it must address complex issues relating to intellectual property. Typically, the agreement will distinguish between Background IP (pre-existing or arising independently of the collaboration) and Foreground IP (arising from the collaboration). The parties may desire for each to retain ownership of its respective Background IP and the parties to jointly own all Foreground IP. Or they may allocate rights based on time period, geographic territory, industry, or some other criteria.

Regardless, they should carefully evaluate all issues regarding intellectual property and explicitly address them. With respect to Background IP, each party should grant a non-exclusive license to the other for purposes of the collaboration. With respect to Foreground IP, will each party have the right, or responsibility, to prosecute, maintain, license and enforce patents?

Under the US Patent Act, each of the joint owners of a patent may make, use, offer to sell, sell or import the patented invention in/into the United States, without the consent of and without accounting to the other owners; but, cases hold that all co-owners must join as plaintiffs in any action to enforce the patent. However, those presumptions may be overcome by express language to the contrary.

Additionally, that's just U.S. law - other countries may vary - and laws operate differently with respect to copyright, trade secrets and other intellectual property rights, so best practice clearly dictates defining such rights and obligations specifically in the agreement.

Finally, as with all contracts, the agreement should carefully describe the mechanics of dispute resolution, including jurisdiction, venue, governing law and possible mediation or arbitration. Joint ventures can be extremely fruitful, but one should use extreme care to manage the risks.

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Rental Agreements - Basic Information

It takes a lot of patience and effort to keep an eye on your own belongings, especially when they're not currently in your hands. This is a situation that a rental owner faces everyday - whether they are renting a car, house or machine. With not having the absolute power to control every single detail of a specific belonging, the odds of losing the ownership of these and subsiding to bankruptcy can be high.

To avoid these negative results, a rental owner should know how to come up with their own techniques on avoiding issues and problems that might happen between their clients. One of these techniques would have to be the rental owner's management of the lease agreement papers.

Here's some information about rental agreement forms, and a guide to writing one with a common rental agreement template.

Rental agreement files keep track of all the statements, details and signatures that the renter and the rental owner agreed upon.

The important things that should always be looked at would be:

- The name of the renter
- The property to be rented
- The price set for a weekly, monthly or even a yearly fee depending on the rental owner
- A brief list or information of supporting papers that will attest to the claimed requirements
- The amount of money to be deposited for the first time and the date when the agreement was made.

The arrangement of these things can be followed according to what is written, or the rental owner can modify the contents as long as the name of the renter is in the first line.

The rental owner should be aware of these details that are written by the renter. For instance, the renter should be able to comply with the needed requirements before he/she will be able to use what was rented. Another is that the renter should indicate the exact amount he/she will be paying for the first deposit and if there are additional fees, if applicable.

In addition, a list of rules should be included in the lease agreement papers given to the renter. These rules will delimit the renter from any modification that might interfere with the normal functioning of the item involved in the rent. Also, this set of rules can also include privileges that a renter can do. For instance, a house renter cannot modify the color of the room and paint it with something else, but he can put nails in the walls to hang some things, like clocks and paintings.

The rental owner should make sure that he/she allocates enough spaces for writing wordy sentences or statements. Sometimes, renters opt to write in between sentence spaces which result in unreadable entries, so clarity is a must.

A rental agreement form will help the rental owner produce multiple copies and keep track of all the transactions with ease.

For more information regarding leases and rental agreements, please go to http://www.rentalagreementtemplate.org/ or see rental agreement template

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Reaffirmation Agreements in Chapter 7 Bankruptcy - When to Sign and When to Stay Away

A reaffirmation agreement is an agreement a debtor enters into with a secured creditor to agree to pay a debt in return for the ability to keep the merchandise securing the debt. These agreements are standard in bankruptcy proceedings; however, the effect of these agreements makes one wonder why a debtor would agree to continue to saddle themselves with debt while in a bankruptcy proceeding. There are certain situations where a debtor basically has no choice but to sign the agreement.

After the Code was amended in 2005, a debtor must sign a reaffirmation agreement on their secured debts or risk losing the security. Prior to the enactment, if a debtor did not reaffirm a secured debt, but maintained the payments, the security would not be subject to repossession. This is not the case today. So, in order to maintain a homestead with a mortgage, the debtor must sign a reaffirmation agreement with the mortgage company. But what happens when the mortgage is more than what the house is worth? Is it in the debtor's best interest to reaffirm this debt?

If you owe significantly more than the property is worth, it may be wise for you to surrender the collateral and not reaffirm the merchandise. After all, you are filing a bankruptcy that will discharge your debts, so why incur more debt? Furthermore, you cannot file bankruptcy again for 8 years so if you remain liable for a debt, it will stay with you for a long time. The reality now is that if you do not reaffirm the debt, but continue to make the payments, the secured creditors will permit the debtor to keep the collateral. However, the debtor must make careful plans to ensure that the collateral is paid timely and in full with a release at the end of term. The creditors are prohibited from sending statements to the debtors as these are requests for payment of a debt that has been legally discharged. Further, there will be no positive payment information put on a debtor's credit report post bankruptcy to help re-establish credit.

There are situations on the other side where it is beneficial to sign a reaffirmation agreement. If you are in a position to maintain your payments, then signing the reaffirmation agreement will assist you in rebuilding your credit after a bankruptcy. Many times, it will be beneficial to reaffirm your vehicles or maybe some computer equipment or furniture that were not huge purchases.

Ms. Jacobs is the founding attorney of Andrea R. Jacobs, P.A. located in Coral Springs, Florida. Her practice focuses on immigration law and bankruptcy law. Ms. Jacobs is a member of the Florida Bar. She is also a member of The United States District Court for The Southern District of Florida.

Ms. Jacobs received her Bachelor of Arts, cum laude, from The Honors College at the University of Miami where she majored in English with a minor in Business Administration. Ms. Jacobs then attended the University of Florida, College of Law in Gainesville, Florida where her studies included curriculum in the fields of corporate, estate, family law and tax law. Ms. Jacobs received her degree of Doctor of Jurisprudence in 1990.

Ms. Jacobs can be reached at andrea@arjlaw.com or (800)424-7745.

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