What is a joint development agreement?
A joint development agreement (JDA) sets the terms for two or more parties working together to develop a particular product or technology. The JDA is typically negotiated before or during the working relationship. Intellectual property is often a key issue in a JDA, so the agreement should clearly state who owns what.
Here are some key issues to consider in a JDA.
- What is the project and/or product being developed?
- If applicable, what are the fields of use for the product or technology being developed?
- How broadly or narrowly should the technology relating to the project be defined?
- How should each party’s preexisting technology, know-how and intellectual property be defined and excluded from the agreement?
Intellectual Property in Joint Development Agreement
- Who will own what IP that arises from the joint venture?
- Will exclusions be carved out for each party’s pre-existing IP?
- What licenses and grants will be given to each party within and without certain fields?
Termination of Joint Development Agreement
- What is the term of the agreement?
- Under what conditions can a party terminate the agreement?
- What rights and responsibilities will survive the termination of the agreement?
- Who will bear the expenses of initial and ongoing development efforts (e.g., tooling, equipment, R&D, testing)?
- Who will bear the legal costs of protecting the IP, particularly patent prosecution in the U.S. and abroad?
- What information may be disclosed and/or used by each party?
- What information shall remain confidential, and for how long?
- What rights and benefits do each party receive for bringing their contribution to the table?
- What licenses are being conveyed to each party?