Joint ventures and strategic alliances fall apart over the same thing they were built on: intellectual property. Two companies pool technology to build something neither could alone, then discover they never agreed on who owns the result. We structure the IP side of joint ventures and collaborations up front, so the partnership creates value instead of a future fight.
Defining What Each Side Brings
Contributions set the ground rules for everything that follows. We define exactly what IP each party brings to the venture, whether it's contributed outright or licensed in, and on what terms that grant survives or ends. Spelling out background IP, the scope of the license to the JV, and what each party can keep doing on its own prevents the all-too-common dispute where both sides claim the same technology was theirs to begin with.
Allocating IP Built Together
The hardest questions are about IP that doesn't exist yet. We address ownership of inventions, code, and other work created during the venture, whether the JV entity owns it, one party owns it with a license to the other, or the parties share rights. We match that allocation to who's funding the work, who needs the output, and how each party plans to use it after the collaboration, instead of defaulting to vague "jointly owned" language that satisfies no one.
Sharing Technology Safely
Real collaboration means handing your partner access to things you'd normally guard. We structure technology-sharing and know-how exchange so the venture can actually function, while fencing off each party's crown-jewel IP and competitive position. That means defined access scopes, confidentiality and use restrictions, and clear lines between what's shared for the venture and what stays proprietary, so cooperation today doesn't create a competitor tomorrow.
Planning The Breakup
Every venture ends, and the IP terms should already say how. We draft exit and termination provisions that allocate contributed IP, jointly developed IP, and licenses when the parties go their separate ways, including buyout rights, ongoing license-backs, and wind-down obligations. Settling this while everyone is still friendly is far cheaper than litigating it after the relationship sours, and it keeps a failed venture from taking your technology down with it.