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Confidentially Speaking – protecting your Intellectual Property

Photo by Salvatore Vuono

Changes in technology, a global economy and new business paradigms that encourage open innovation and community collaboration are seeing us move away from a focus on control to capturing value from knowledge outside the company. These new business models, such as crowd sourcing, peer production and collective invention, use collaboration in innovative ways that can help businesses reduce their expenses and innovate faster. Whilst these new paradigms represent opportunities for growth, companies need to be clear on the impact they have on creating and protecting intellectual property (IP).

Listed below are three issues that should be considered when setting the strategic direction of any company looking at exploring collaborative paradigms.

1. Who owns what
It is crucial to be clear about who owns the outcomes of collaborative processes because the default legal position can cause enormous problems. For example, discussion of ideas may constitute publication and compromise future patents. Further, copyright is owned by the author so it is possible for collaboration to result in multiple people to owning the copyrights, each of whom has an effective a right of veto over how those rights will be used or exploited. This is a common problem with independent films and games. It can cripple projects and destroy value.

2. Who is what
It is important to nail down the nature of the collaborative arrangement. Without clarity you may find yourself in unwanted and burdensome legal relationships. For example, a collaboration may be an unincorporated joint venture where people retain their own separate identity, are responsible for their own expenses, and share in outputs not profit. But collaboration may become a partnership with all partners being jointly and several liable for expenses. Wrongly structured, it is quite possible for a collaboration to result in you being liable for someone else’s unpaid bills.

3. Who can know what
Smart businesses ensure that everyone in the organisation, employees and contractors, understand what must be shared, what may be shared or what may never be shared with a collaborative partner.
This means putting in place Confidentiality and Non-disclosure Agreements (NDA). This does not have to be an expensive affair, there are a number of online legal document portals where you can purchase Confidentiality Agreements or NDAs. However, many online publishers provide “dead” templates for which they accept no responsibility. You should insist on “live” online documents accompanied by a statement of legal advice.

4. Protecting the other users
For businesses that utilise competition platforms whereby users submit an idea or design with the possibility of winning a prize, issues around plagiarism and violation of IP are a potential problem. Having a clear Copyright Policy, User Agreement, Code of Conduct or Terms of Service are all proactive steps to discourage any infringements.

While there are issues to be aware of when it comes to managing IP in a new collaborative economy, excluding these new paradigms can mean missed opportunities, especially around the benefits of scale and diversity. Ensuring you have the appropriate agreements and policies in place will enable you to collaborate and keep your IP protected.

Getting Help
chamberlains.online
Chamberlains is the only law firm that provides online access to its legal documents. The chamberlains.online start up library contains most of the documents you need to protect your IP. By simply answering a few questions these documents can be tailored to suit your business. Help is also on-hand if you have any questions as well as access to legal advice at dramatically reduced rates to ensure they suit your particular situation.
Go to online.chamberlains.com.au or call 1300 910 910 to find out more.

Chamberlains In-House
If you prefer more guidance then you can arrange to have one of Chamberlain’s lawyers come to your premises for a fixed daily rate. This option is significantly cheaper than hiring a lawyer at an hourly rate. Your lawyer will identify the documents you need as well as prepare and execute them.
To find out more about Chamberlains In-House email chamberlains@chamberlains.com.au or call 02 6215 9100

Chamberlains On hand
If you prefer to have Chamberlains handle the entire process for you then our team can handle your matter in the traditional way at traditional rates. To get a free quote to find out how much it would cost for us to identify and prepare the legal documents you need to protect your IP when using collaborative paradigms contact us at commercial@chamberlains.com.au or phone 02 6215 9123

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