For customers, the solution is not to give a feedback license – or a feedback assignment. And you may be able to convince the provider, because the request for a feedback clause is probably based on a misunderstanding. Most providers who want the clause believe that the customer has ip in any feedback it provides. It won`t be retrospective. There is no IP, because no one can have an idea. It could also help to offer the provider another clause – a clause that should satisfy any lingering doubts about “possession” feedback without casting a shadow over your IP. I call it a retro-disclaimer: The feedback license appears in many technology contracts. As a general rule, the seller receives a wide and unlimited license for each “feedback” from the customer`s staff: any proposal regarding the supplier`s products or services. Sometimes the clause continues and assigns the creditor ownership of the feedback. (Click here if you want a full example.) The problem is that no one can really have an idea or a proposal. There is no patent or copyright on an idea. And if no one had feedback, what gives the clause? What does the feedback clause do? The customer`s opinion may be considered intellectual property or a trade secret or not. If it does not own, then you can do whatever you want with it, but if it owns, then you need human or business rights that provide this feedback.
The last thing you want is to incorporate into your product or service a proposal or improvement from a customer, and then be at the end of a customer`s right to pay the revenues resulting from the use of that proposal or improvement. The easiest way to deal with the issue of feedback possession is to insert a “feedback clause” into an agreement that the client enters into. This clause should be included in online terms, an end-user license agreement, a beta test participation agreement, an evaluation agreement, a cooperation agreement or a similar agreement under which feedback may be requested or received. Feedback is often provided by the unveiler on an “as-is” basis and without any insurance or guarantee. One of the problems with using feedback is that the recipient may not know whether such feedback violates a third party`s IP rights. The recipient may ask the disclosure for a guarantee and a guarantee that the feedback does not violate or abuse the IP rights of third parties. Depending on the nature of the agreement and the leverage between the parties, it is unlikely that a revealing party will provide such representation or guarantee without obtaining anything. Suppliers should also consider using the feedback disclaimer, as it is clearer than a licence or feedback assignment. And you don`t risk an insignificant clause.
In order to properly design a feedback clause, it is necessary to assess the circumstances in order to determine whether ownership or a licence should be granted, and whether a licence should be extended, then what is the width of the licence. Customers who enter into agreements with such clauses should inform their employees of these clauses in order to avoid the company`s intellectual property rights being mistakenly granted to a third party. Anti-corruption. The customer accepts that the client did not receive bribes, bribes, payments, gifts or value from an employee or agent of the company as part of this agreement or was not offered to him. Appropriate gifts and entertainment provided in the normal setting of the activity do not violate the above restriction. If the customer is informed of a violation of the above restriction, the customer will do everything in his power to firstname.lastname@example.org immediately inform the company`s legal department. However, if you are the customer, the feedback clause could really hurt you.