Undertaking a project with another business greatly boosts your company's profile, your client base and a productive exchange of ideas. Joint assignments often result in the development of significant and valuable intellectual property, which needs to fully protected. Often, business owners are unaware, until it is too late that (1) they have created protectable intellectual property, and (2) what they need to do to take care of it. For example, "Vivienne," was a former school psychologist who worked for years with disadvantaged children. Her friend, Fiona, wrote about financial education and financial management for adults. Together, they developed an interactive financial literacy workshop and board game for children called, "Show Me the Money!" The collaboration hit a snag when Vivienne wanted to use the workshop for her own project with at-risk adults. Fiona then realized that "Show Me the Money!" - if used with a general adult population - could steal her thunder . . . and profits. So what steps can they take to move forward smoothly? 1. Keep an open communication. In an ideal world, Fiona should have given thought to the implications of a joint collaboration before freely sharing her concept. However, life is never always ideal. The solution: Fiona should voice her fears with Vivienne, and work out a mutually beneficial agreement on the intellectual property. In this case, it's better late than never. 2. Know what's at stake. Under copyright laws, both Fiona and Vivienne have some degree of protection. A copyright offers an original work ' artistic or literary ' protection. In this case, Fiona and Vivienne are "joint authors", which means that each has full right to use the game without asking the other for permission. But each person would have to give the other her share of money made, which can be a messy situation. The solution: Establish clearly where and how each of them can use the "Show me the Money" program. They should also jointly decide if either could make changes to the game without asking the other for permission. 3. What lies in the future? : "Show Me the Money" could be a phenomenal success and become famous through its trademark (the latter is a word, phrase, symbol or design or any combination, that distinguishes one's goods from that belonging to another). There could be various permutations such as books, workbooks and CDs, e-books, notebooks, teleclasses, T-shirts, coffee mugs, and any possible related service or product. Vivienne and Fiona can tradekmark, for a product, or servicemark, in case of a service, any of these. That would lead to complications later, particularly "who owns it?" The solution: Stop the situation degenerating into a bitter, legal fight through agreeing on trademark ownership and usage condition. 4. Ensure no one steals the idea. Were Fiona and Vivienne to proceed with the game together, they should seek protection for the "Show Me the Money" trademark and design. The solution: Get copyright protection for the board game from the US Copyright office (info and forms on their website http://www.copyright.gov. )Any design work must be a "work for hire". Whether the work is for the game, website or graphics, the designer or creator of the designs owns the rights, unless there is a prior agreement on "work for hire". Lastly, it is also important to find a manufacturer who can respect the confidentiality of the game. It is not enough just to confirm the terms related to production such as pricing, amount and quality. Keeping the game confidential is crucial because they can protect their interpretation of the game for life skills, even if they cannot trademark the general concept of a board game. A confidentiality provision is a must. Luckily, Vivienne and Fiona were on sufficiently good terms that they agreed to address the issues and resolve them in a mutually agreeable manner. Other business owners are likely to be less well placed. Be conscious of the fact that in any collaboration, issues of intellectual property are bound to arise. Consult your attorney before hand to get adequate protection to ensure you do not lose your "brain child" to another party. Copyright (c) 2010 Ask The Business Lawyer
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