Confidentiality agreements: address basic IP rights?

It is not common to provide for lengthy intellectual property law aspects in a confidentiality agreement, but it might be helpful to touch upon the issue. Just for clarity.

If disclosures are made in connection with research or development projects or otherwise and intended to be protected under intellectual property rights, it is important to regulate the input or suggestions for improvement. Intellectual property laws protect the creator or inventor for his or her ideas, if, whilst presenting inventions to an adviser or interested customer, that customer gives feedback on the ideas, the latter may claim co-ownership or co-inventor rights.

If the receiving party (i.e. the adviser or potential customer) refuses to waive ownership rights on any feedback and the disclosing party nevertheless desires to make the disclosure, it may be important to agree on a protocol allocating time and opportunity to make a disclosure in full or give feedback, respectively. A similar example can be found in most software licences or online Q&As, where modifications and suggestions for improvement or additional functionalities are gratefully appropriated by the licensor.

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