PRACTICE NOTES
IP in UK Corporate Joint Ventures: contribution, assignment or licence; improvements and access rights; branding; personnel and group issues; competition and tax; exit, dissolution and insolvency
Introduction
This Practice Note outlines several key IP matters to think about when establishing a joint venture (JV) by parties planning such an arrangement. It addresses the situation where two organisations (parent companies) create a JV as a separate legal body (eg a company or limited liability partnership) that they co-own that vehicle together. It does not cover the IP questions arising in contractual collaborations (where there is no separate entity) in any detail. IP considerations vary markedly for contractual collaborations by comparison.
Life cycle of a joint venture
It is especially crucial to assess IP concerns throughout all three stages of a JV’s existence from start to finish:
at its formation
during its lifetime, and
when it comes to an end
Parent companies should settle how to manage these points before starting the JV, to minimise the chance of disputes later on between them.
Formation of the joint venture
Contributing IP to the joint venture
Parent companies will typically hold technology, know-how, content or brands the JV must use to grow its business from the outset. They will need to agree precisely what each will provide, and whether the relevant IP ought to be assigned or licensed to the...
IP