What are the legal risks of intellectual property investment
1. Legal risks arising from incomplete understanding of the scope of intellectual property investment
According to legal provisions, intellectual property rights within a broad range can be used as a form of investment. Therefore, copyright-related rights, trademarks, patents, non-proprietary technology, manufacturer name rights, integrated circuit layout designs, undisclosed information, etc. are all available investment methods.
In addition, even if there are many types of intellectual property rights that can be invested, you still face legal risks in choosing the specific investment form. Because different types of intellectual property rights may have different values and market application values, these need to be carefully considered. It is necessary to choose relatively mature types of intellectual property rights with broad market prospects or commercial value for investment.
Therefore, for high-tech enterprises, investment in intellectual property rights is the main focus in the early stages of establishment, but the scope of investment is relatively large and has not obtained patent protection. Non-proprietary technologies can also be funded and should not be limited to patents or trademarks. Otherwise, the breadth and value of intellectual property rights will not be fully utilized and the chance of successful investment will be reduced.
2. Defects in intellectual property rights Legal risks
For technology investors, they should avoid any legal risks related to the legality and integrity of their intellectual property rights. If there are ownership disputes over job technical achievements, software job works, etc., it will fundamentally affect the establishment of investment.
Therefore, consider stating in the investment agreement or contract: "The investor guarantees that the high-tech investment will be its exclusive owner before investment."There are technical achievements and the related property rights are complete, sufficient and without any defects", and the corresponding contractual liability for negligence has been agreed upon.
3. Legal risks in the evaluation of intellectual property investment value
The evaluation value of intellectual property is related to its market application and profit value. It is also related to the proportion of equity or the intensity of control rights. Therefore, based on objective, true and comprehensive evaluation data, choosing scientific and reasonable evaluation methods and professional evaluation institutions is an issue that high-tech enterprises must consider in the process of technology investment.
In the evaluation process, ignoring the following factors often leads to incorrect evaluation results.
1. Review the early development costs of high and new technologies Untrue.
2. The market risk prediction of similar products or technologies is inaccurate, and the market potential and value analysis is biased.
3. Improper prediction of subsequent development cost investment.
If the assessment is inaccurate or improper, the technology funder will protect the value of intellectual property Bear significant disadvantages.
4. Legal risks of intellectual property investment ratio
According to the law, the maximum proportion of investment in intellectual property rights can reach 70%, which shows that the law encourages investment in intellectual property rights, but there are also legal risks in investment proportions that are too high or too low. Therefore, it must be based on Choose an appropriate investment ratio according to the actual situation.
5. Legal risks of intellectual property validity period restrictions
Contributions using patent rights and trademark rights in industrial property rights must be within their validity period. If it exceeds the time limit, it is an investment defect. However, investment using non-patented technology has no time limit. This is also Points that require attention.
6. Legal risks of intellectual property transfer after investment
Even if there is no dispute over the ownership of intellectual property rights, the parties to the investment will still face challenges to the technology.The issue of restrictions on the transfer of intellectual property rights by the owner is related to the risks and interests of the capital contributor. Improper transfer or transaction may be detrimental to the maintenance and utilization of the value of intellectual property rights.
For the controlling party, holding a controlling stake in a company not only has accounting significance in terms of consolidated accounting, but also has control significance in being able to take the initiative in operation and management. To truly hold a controlling stake in a company, in addition to the controlling party having an absolute advantage in investment proportion, the controlling party must also serve as the chairman of the board, and also have the right to nominate a general manager and financial director. In this way, the resolutions and management concepts of the company's board of directors can be implemented more effectively. For investment and holding of a high-tech enterprise, the deeper significance is that the controlling shareholder can truly grasp the high-tech investment and prevent the high-tech technology from being copied and replaced, causing huge investment losses to investors.
Therefore, in a cooperation agreement, if the parties ignore or underestimate the ownership of technical achievements, or the agreement is vague and unclear, it will easily lead to disputes, especially for For technology developers, this poses a major obstacle to intellectual property protection. This hidden danger may lead to improper use, leakage, or loss of integrity of components of technical achievements.
To prevent high and new technologies from being transferred without authorization, the following measures may be considered in investment cooperation agreements or company articles of association:
1. It is clearly agreed that the intellectual property rights belong to the company
In the agreement to establish a high-tech enterprise, the ownership of the high-tech enterprise before and after the investment is stated , and include the guarantees and commitments of the investment parties on the high-tech investments, and use the law to restrict the behavior of the investment parties in handling high-tech achievements, and only the intellectual property investment can truly belong to the enterprise after the transfer procedures are completed. and control.
Accordingly, the investment "declaration clauses of all parties" can be included in the company's articles of association: proprietary technology related to the high-tech (including but not limited to specific The ownership of the production process, technology and other technical secrets that should reasonably be regarded as proprietary technology according to laws and practices) belongs exclusively to the formed company, and all parties promise not to raise contrary opinions at any time or on any occasion." , and shall not be transferred in the name of an individual.
2. It is clearly agreed that all parties have the obligation to keep intellectual property rights confidential
Restricting the use and confidentiality of relevant intellectual property materials and technical secrets by all parties. If confidentiality obligations are not limited and corresponding confidentiality measures are not taken, it will lead toThere may be risks of arbitrary use, transfer or disclosure by each party.
If the high-tech is illegally leaked, it will seriously affect the commercial existence value of the company and the risk interests of venture investors. Therefore, you can consider investing in high-tech companies. The contracts and articles of association of technology companies should include confidentiality obligations and penalty clauses for leaks related to high technologies, and prevent the leakage of trade secrets by formulating a complete corporate trade secret system.
3. Protect intellectual property rights through equity incentives for technical employees
In the interests of shareholders Driven by this, the investment of scientific and technological personnel with technology is not only conducive to the application of high and new technologies, but also conducive to the protection of high and new technology patents. At the same time, the subsequent development of high and new technologies is also guaranteed.
In summary, in intellectual property investment, high-tech enterprises mainly face problems arising from incomplete understanding of the scope of intellectual property rights, defects in intellectual property rights, and inadequate evaluation of intellectual property rights. There are many legal risks in terms of actual implementation, intellectual property validity period restrictions, intellectual property transfer, etc.
The above are the editor’s answers to relevant questions. If you need to know more about legal knowledge, you are welcome to enter the Legal Savior Network for legal consultation.
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