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Collaborative networks may 2010

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Collaborative Networks are increasingly viewed by business, and encouraged by government, as a means of pooling resources, sharing risk and maintaining edge. Get it right and a Collaborative Network …

Collaborative Networks are increasingly viewed by business, and encouraged by government, as a means of pooling resources, sharing risk and maintaining edge. Get it right and a Collaborative Network will deliver value to the participant and add value to the proposition - the sum of the whole - but what are the options for a business considering participation in such a Collaborative Network?

In this workshop, we will examine the legals behind structuring and managing such a Collaborative Network, be that collaboration by means of contract, partnership or a special purpose company.

Published in Technology
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Transcript

  • 1. Collaborative Networks Adrian O’Connell Partner Tughans Solicitors
  • 2. Introduction
      • Why Collaborate?
      • When to Collaborate?
      • General Legal Considerations
      • Challenge: Plan and Document
      • Balance: Reward -v- Control
      • Degrees of Integration Depending on Form
  • 3. Possible Forms
      • Collaboration by Company
      • Collaboration by Contract
      • Partnership - by design or default
  • 4. Incorporated -v- Unincorporated
      • Incorporated - assets/liabilities; profits/losses
      • Unincorporated - pooling of assets; revenue share
      • Tax considerations may drive structure
  • 5. Issues Steering Choice
      • Profit/Loss
      • Risk
      • Management Structure
      • Control/Minority Protection
      • Changes in Participation
      • Regulatory
      • Termination
  • 6. Collaboration by Company
      • Document Structure
      • Formalities
      • Limited Liability
      • Directors’ Duties
      • Transfer of Assets
      • Termination/Exit
  • 7. Collaboration by Contract
      • Types of Agreement
      • Deal Terms
  • 8. Deal Terms – General Contract
      • Duration
      • Inputs
      • Exclusivity & Non-compete
      • Royalties/Payments
      • Limitation of Liability
      • Warranties
      • Termination
      • Reporting & Review Structures
      • Confidentiality
      • Non-Solicitation of Employees
      • Governing Law
  • 9. Deal Terms - Technology Contracts
      • IP Ownership/Licensing
      • Extent of Licence
      • IP Infringement Indemnity
      • Development/Source Code Access
      • Implementation & Acceptance
      • Training
      • Upgrades/New Releases
      • Support & Maintenance
      • Source Code Escrow
  • 10. Deal Terms - Competition Law
      • Exclusivity
      • Non-compete
      • Price Maintenance
  • 11. Partnership
      • Relevance?
      • Partnership Act 1890
      • Liability – Joint & Several
  • 12. Conclusion
      • An art, not a science
      • The sum of the whole