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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The Role Of Planning Consultants In The Property Development Process

During any property development process, there are times when expert advice, knowledge and assistance are needed. This is the role that planning consultants play, as they offer guidance throughout the entire process, from the initial ideas and planning application onwards. Consultants can offer a range of services that include input during the early design stages and during the entire project life-cycle. This article will look at the specific instances at which planning consultants can be of great benefit.

Site search - consultants can offer guidance to a range of different people, including builders. They can be instrumental throughout the entire building process, including the early stages such as the site sourcing. They can provide an expert assessment about the viability of a development, give advice on local regulations and zoning issues, and give important information before the deal is made or the purchase has been initiated.

Another important benefit of using planning development consultants is that the developers can produce a very accurate feasibility study. Planning experts have access to privileged information and know how best to use it.

Laws and regulations - planning development consultants can be very helpful when it comes to a change in the planning law. Such changes can have severe knock on effects on any proposed planning application. With the help of a consultant, you will know about any changes ahead of time and save both time and money before you submit your application. Having the independent advice of a planning expert is something that you cannot get anywhere else. For large building projects, this is something that will pay for itself many times over.

Developers should use development consultants during the design and planning phase, in order to guarantee that the plans will comply with any local council regulations or laws. A planning consultant's track record and experience are important selection must be made based on prior knowledge of the proposed property type.

Getting approval - one of the key stages of any development is the approval stage. With consultants advising you, they can prepare the development approval application as well as advise you on alterations that could improve the likelihood of the application being granted. There are also times when you need to make design changes, and planning consultants will aid you with this process.

Planning consultants are there to liaise with local government authorities on their client's behalf. They can bring their experience and contacts to your project so that it runs much smoother and is seen in the most positive manner by local governments.

All of the benefits mentioned above are technical matters that few other people in the construction field can offer. It is here that planning consultants help their clients to avoid potentially expensive errors or issues that could be disastrous later on.

If you need to ensure that you complete a development on time and on budget while remaining legal, then planning consultants should certainly be considered.

Let the planning experts act as your planning consultants. Visit http://www.marrons.net/ for all your planning and legal support.

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