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I have a joint venture agreement that has been modified by

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the other party. I...
I have a joint venture agreement that has been modified by the other party. I need to have it reviewed. Anyone know corporate law in this area?
Submitted: 5 years ago.Category: Business Law
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Answered in 13 minutes by:
6/4/2012
Business Lawyer: Richard - Bizlaw, Attorney replied 5 years ago
Richard - Bizlaw
Category: Business Law
Satisfied Customers: 10,703
Experience: 30 years of corporate, litigation and international law
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bizlaw :

How long is the agreement?

Customer:

Six pages, they crossed out certain provisions and we need to make sure we are still protected if we are developing equipment together.

bizlaw :

I can do it but I would need an extra $20 for the question. If that is OK you can do it as a bonus and post the agreement on the site. YOu would also have to tell me the nature of the business, what your role is and what is the major concern you have.

Customer:

Okay. We manufacture equipment for the semiconductor industry and we are partnering with a company in germany to develope equipment with the combination of both technologies. I am one of the owners of MGI. WE want to make sure if we are co=developing equipment it is remains mutualy confidental information. I can send the contract and you can see the parts they crossed out.

bizlaw :

Once the equipoment is developed who owns it? Is it the joint venture or each of you individually? Can you post the contract on something like a google site and give me the access codes to see it. I am not exactly sure of the procedure but I have done it before.

bizlaw :

I will be back in about an hour as I have to get off for a while.

Customer:

We would own it. We would just buy from them there peice that we would incorportate into our equipment. We may both have to do some engineering on the design. I will try to figure out the google doc but if not I can just paste to email.

Customer:

https://www.box.com/signup/collablink/d_298241802/74c24c5707c9b Here is the link to the document. I will check back later tonight to see if you got it.

bizlaw :

I am trying to log onto the site but having a little difficulty. I will try again in the am. If I do not get it I will let you know.

bizlaw :

I was able to get the document. I want to make sure I understand the purpose of the agreement. As I read it it is solely to allow the parties to evaluate the technology . Beyond that there is no obligation by either party to take any further action or enter into any further agreement. Is my understanding correct?

bizlaw :

This agreement does not give you any rights in their technology or they in your technology. All it does is give you a right to review the technology but you have no right to use it or disclose it to third parties. The things that were removed, except as noted below, relate to things that would be applicable if you went forward to work out a licensing agreement. Here are my specific comments. On ¶1.1 they added a section (iv) that says if they independently develop the technology the technology is not confidential. This provision is a major loophole and an invitation to litigation. I would not include this. If they do not have the technology in their possession, then it is governed by the confidentiality provision and is not excluded by some subsequent development. You need ¶7 on governing law put back. You want it to be US law. If it is German law, you need to get a German attorney to look at it as the governing law governs enforcement and that is critical. Finally, as I said originally this agreement does not give you any right to acquire any of their technology, that is left for another agreement.


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This communication is not intended as legal advice. A local attorney should always be consulted for legal advice. No client/attorney relationship is intended or created by this communication.


Richard - Bizlaw
Category: Business Law
Satisfied Customers: 10,703
Experience: 30 years of corporate, litigation and international law
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