Intellectual Property
Particularly important in the event of a transfer of a party’s shares or early termination of the venture is the need to establish what happens to the technology and other intellectual property rights of the joint venture company.
Points to consider for a shareholders’ agreement include:
• Should foreground rights assigned initially by the venture parties to the joint venture company be assigned to them respectively on termination?
• Should the joint venture be required to give up or change its corporate name or other trademarks if they incorporate house names or marks of the outgoing party?
• Should each party be free upon termination to use and exploit any arising intellectual property generated during the course of the joint venture?
• On the transfer of shares, should the outgoing party lose the benefit of any licence of intellectual property from the joint venture company or lose the benefit of any rights to use it in the future?
