Don't forget the feedback clause in IP agreements

A feedback clause generally gives the recipient of feedback ownership or license rights to ideas, know-how, improvements, or suggestions that the recipient might receive from another party. Feedback clauses typically are found in agreements where one party is evaluating or testing the products or services of another party and providing input-such as evaluation or beta agreements, collaboration agreements, and sometimes non-disclosure agreements. The purpose of a feedback clause is to protect the recipient of feedback from later claims by the discloser that the recipient used intellectual property (IP) owned by the discloser to develop, modify or improve its services or products. It is important to evaluate the need for feedback clauses in IP-related agreements and to structure them appropriately depending on the type of transaction.