Artwork for podcast Hourly to Exit
E83: Collaboration Legal Issues: How to Share Ideas without Sharing Ownership
Episode 835th March 2024 • Hourly to Exit • Erin Austin
00:00:00 00:22:14

Share Episode

Shownotes

Let’s discuss key issues and considerations when entering into a collaboration with colleagues, shedding light on crucial legal aspects that often go unnoticed.

Key Takeaways:

1. Ownership and Licensing: When collaborating, it's essential to clearly define ownership of preexisting materials and set limitations on their use through licensing agreements.

2. Joint Work Rights: Without a collaboration agreement in place, each collaborator owns 100% of the new materials created, allowing them to exploit the copyrights individually. Clear terms on revenue sharing and use rights are crucial to avoid potential conflicts.

3. Collaboration Agreements: A well-crafted collaboration agreement should outline desired terms and restrictions upfront, ensuring both parties are aligned on the vision and outcomes of the collaboration.

Tune in to the latest episode of the Hourly to Exit podcast to gain valuable insights into navigating collaboration legal issues and empowering your intellectual property.

Connect with Erin to learn how to use intellectual property to increase your income and impact. hourlytoexit.com/podcast.

Erin's LinkedIn Page: https://www.linkedin.com/in/erinaustin/

Hourly to Exit is Sponsored By:

This week’s episode of Hourly to Exit is sponsored by the NDA Navigator. Non-disclosure agreements (NDAs) are the bedrock of protecting your business's confidential information. However, facing a constant stream of NDAs can be overwhelming, especially when time and budget constraints prevent you from seeking full legal review. That's where the NDA Navigator comes to your rescue. Designed specifically for entrepreneurs, consultants, and business owners with corporate clients, the NDA Navigator is your guide to understanding, negotiating, and implementing NDAs. Empower yourself with legal insights and practical tools when you don’t have the time or funds to invest in a full legal review. Get 20% off by using the coupon code “H2E”.  You can find it at www.protectyourexpertise.com.

Think Beyond IP YouTube Page: https://www.youtube.com/channel/UCVztXnDYnZ83oIb-EGX9IGA/videos

Music credit: Yes She Can by Tiny Music

A Team Dklutr production

Transcripts

Erin Austin:

Hey, welcome everyone to this month's LinkedIn live.

Erin Austin:

I have these every last Wednesday of the month at noon Eastern.

Erin Austin:

So just so a little housekeeping, these are recorded and you can find the

Erin Austin:

recording in three different places.

Erin Austin:

One here on LinkedIn at my profile.

Erin Austin:

I also have a YouTube channel, the think beyond IP YouTube channel.

Erin Austin:

I I don't have a link for it, but we can get one later.

Erin Austin:

and then it is also recorded as an episode for my podcast, the hourly

Erin Austin:

to exit podcast, which you can find wherever you listen to your podcast.

Erin Austin:

sometimes though, these don't go as smoothly as.

Erin Austin:

I would hope they would, and I have to rerecord them.

Erin Austin:

But generally, what we do today will be part of the podcast as well.

Erin Austin:

So, one thing about StreamYard is it's completely one way.

Erin Austin:

I can't see you out there.

Erin Austin:

Please feel free to use the comment boxes to say hi.

Erin Austin:

And then also as I go through, Please add your questions as well.

Erin Austin:

Generally, I will talk to you for about 15 to 20 minutes about our topic of choice

Erin Austin:

and then we'll have plenty of time for questions and answers and in the event for

Erin Austin:

some reason, I don't get to your question.

Erin Austin:

I will make sure that I answer them.

Erin Austin:

in the comments for this program.

Erin Austin:

So, as we get started, of course, I have to start with a little

Erin Austin:

disclaimer that this is legal information, but not legal advice.

Erin Austin:

And it doesn't, create an attorney client relationship.

Erin Austin:

And so if you have specific questions about your circumstances, then you do need

Erin Austin:

to talk to a lawyer about those specifics.

Erin Austin:

All right.

Erin Austin:

So let us get started.

Erin Austin:

today we're talking about collaboration issues.

Erin Austin:

I know a lot of you, ask me about, have plans to collaborate with colleagues.

Erin Austin:

I've collaborated with colleagues, maybe even what he's listening right now.

Erin Austin:

and there are a number of issues that you want to think about,

Erin Austin:

but collaboration is a great way to leverage your own expertise.

Erin Austin:

it is you're bringing your ideas.

Erin Austin:

collaborating with somebody else with, complimentary ideas that is

Erin Austin:

very much the 1 plus 1 equals 3.

Erin Austin:

and so, while we'll talk about a couple of things to be mindful of, I do think

Erin Austin:

they're very valuable and a great way to leverage our intellectual property.

Erin Austin:

So this is the 3rd step in, my audit protect leverage framework where at

Erin Austin:

the 1st step with audit, we make sure that we own what we think we own.

Erin Austin:

We don't want to infringe other people's rights as we're

Erin Austin:

creating our leveraged offers.

Erin Austin:

1st, make sure we own everything when we do have rights that are valuable.

Erin Austin:

We want to make sure we're protecting them using agreements

Erin Austin:

and copyright registration.

Erin Austin:

General.

Erin Austin:

As appropriate and then leverage and collaboration is 1 of

Erin Austin:

those fantastic processes.

Erin Austin:

So let's get going.

Erin Austin:

as you know, surprise, absolutely.

Erin Austin:

No.

Erin Austin:

1, the main focus will be the intellectual property.

Erin Austin:

Elements of collaborations, but it is curating a partnership.

Erin Austin:

So there are lots of things you need to think about.

Erin Austin:

we can get very excited about our ideas and we should be excited about them and

Erin Austin:

who we're going to collaborate with.

Erin Austin:

But we do need to be thinking really kind of clearly and articulating

Erin Austin:

what we expect to put into and get out of that collaboration.

Erin Austin:

And so these are just some of the things I want to make sure

Erin Austin:

that you're thinking about.

Erin Austin:

As you enter a collaboration, because it is creating

Erin Austin:

essentially a general partnership.

Erin Austin:

And so we'll talk about more of that as we go on.

Erin Austin:

But, it's not just, the fun times that you're having during the webinar.

Erin Austin:

There's a lot of stuff behind the scenes that you also need to be thinking

Erin Austin:

about when you enter a collaboration.

Erin Austin:

Yeah, by the way, all this stuff will be available to use.

Erin Austin:

You'll have these slides.

Erin Austin:

but let's, talk about intellectual property.

Erin Austin:

So there's 2, angles.

Erin Austin:

We need to look at intellectual property with our collaboration.

Erin Austin:

1 is with respect to the pre existing materials that.

Erin Austin:

Each collaborator is bringing to the collaboration and then the new materials

Erin Austin:

that will be born from that collaboration.

Erin Austin:

So, with our pre existing materials, I mean, the reason you want to collaborate

Erin Austin:

with someone is because they've got some great process skill method

Erin Austin:

training, something that, combined with yours would make great result.

Erin Austin:

And so.

Erin Austin:

On the front end, you're going to need to give each other permission

Erin Austin:

to use your pre existing materials.

Erin Austin:

And so you will want to make sure that license is very clearly, always.

Erin Austin:

I mean, won't say this again that I want everything be in writing.

Erin Austin:

Right?

Erin Austin:

And signed by all the parties.

Erin Austin:

but you want to make sure all these things are very clearly.

Erin Austin:

set forth, so you want to make sure there are limits on how they can use it.

Erin Austin:

You don't just give them a license to do whatever they want to with

Erin Austin:

your pre existing materials in particular, not allowing sub licensing.

Erin Austin:

This will become much more important as we move through this, conversation

Erin Austin:

and then mutual indemnification.

Erin Austin:

If I, take something off of, chat GPT or we're going there, I have something

Erin Austin:

AI generated and then I contribute it to the collaboration and I don't

Erin Austin:

really have the rights to that.

Erin Austin:

And that becomes a source of a claim.

Erin Austin:

Then we would want to make sure.

Erin Austin:

Everyone who's contributing to the collaboration is standing

Erin Austin:

behind the materials that they are contributing to the collaboration.

Erin Austin:

But the biggest thing, the thing that surprises everyone the

Erin Austin:

most is what happens with the new materials that are created.

Erin Austin:

kind of a funny concept that.

Erin Austin:

In the absence of something in writing, we're going to have something in

Erin Austin:

writing, but I want to, put the fear of intellectual property law in you that

Erin Austin:

if you don't have something in writing, what will happen is that the default

Erin Austin:

is that each collaborator owns 100%.

Erin Austin:

Of the new materials that are created, and it's a strange concept, but it

Erin Austin:

basically means that each person has the same rights that 1 person would

Erin Austin:

have if they owned it by themselves.

Erin Austin:

So they each own 100 percent so some of the terms that.

Erin Austin:

All mean the same thing, the same concept of joint ownership under

Erin Austin:

intellectual property law, under copyright law in particular.

Erin Austin:

Co ownership, co author, joint author, joint ownership, co copyright, joint work.

Erin Austin:

They're all talking about the same thing where the default under copyright

Erin Austin:

law is that those co authors, co collaborators Own 100 percent of the

Erin Austin:

new materials that were created in the absence of something in writing.

Erin Austin:

so how does this happen?

Erin Austin:

It happens when each party, each collaborator makes a

Erin Austin:

copyrightable contribution.

Erin Austin:

I'm not going to talk about what copyrightable is today,

Erin Austin:

but you can, search, my.

Erin Austin:

Prior linkedin lives or my website for what copyrightable

Erin Austin:

means, but it has to be.

Erin Austin:

So if someone does give an, for instance, if someone did contribute something

Erin Austin:

that was in the public domain, that would not be copyrightable that they

Erin Austin:

would therefore not be a co owner.

Erin Austin:

if somebody just contributed, a map of the United States, that's not copyrightable.

Erin Austin:

so it's someone's contributing something that is copyrightable and

Erin Austin:

to the final work, and it is the intent of the parties that all the

Erin Austin:

contributions will create a merged.

Erin Austin:

Unified whole.

Erin Austin:

And so what does that look like?

Erin Austin:

An example here.

Erin Austin:

2 people co create co author jointly author and illustrated children's book.

Erin Austin:

So 1 of the co authors provides the text.

Erin Austin:

The other co author provides the illustrations.

Erin Austin:

So each will own 100 percent of the entire, so the writer doesn't own

Erin Austin:

the text and the illustrator artist doesn't own the illustrations.

Erin Austin:

They each own 100 percent of the entire.

Erin Austin:

And so, here you're like, okay, well, I guess that's kind of makes

Erin Austin:

sense because one's creating half and the other one's creating half.

Erin Austin:

Okay, that makes sense.

Erin Austin:

What if 1 party does 75 percent of the work?

Erin Austin:

Let's say it is a chapter book so most of it is text and maybe

Erin Austin:

at every chapter, there's an illustration, part of the entire.

Erin Austin:

whole of that book, what happens then is still the same if each party

Erin Austin:

contributes a copywritable, element and, if it is intended to be created

Erin Austin:

to create A single whole work that will be, sold together as a unit.

Erin Austin:

You still have each co creator owning 100 percent of the entire work.

Erin Austin:

I have a question.

Erin Austin:

I will go ahead and show it here, which is what if someone contributes already

Erin Austin:

copyrighted content, well, they have to.

Erin Austin:

Own the rights to it.

Erin Austin:

So I'm going to assume that they own the rights to it.

Erin Austin:

And that would be the same thing.

Erin Austin:

remember that copyrights arise at the moment of creation.

Erin Austin:

So you might be creating something.

Erin Austin:

So, it might be the preexisting material that we talked about that

Erin Austin:

you're licensing in, or it might be something that you are contributing.

Erin Austin:

As part of the joint work, and so it will be 1 of the 2 buckets.

Erin Austin:

So either you own it.

Erin Austin:

It's pre existing and you're licensing it and you need to own it or have the rights

Erin Austin:

to contribute it or you are, maybe you're creating a derivative of something, like,

Erin Austin:

you have a course and you're contributing, something that's derivative from it.

Erin Austin:

So that would be, something new, but based on something copyrighted.

Erin Austin:

So 1 of the 2 is going To be the case, so this is why we need collaboration

Erin Austin:

agreements, because unless you have an agreement to the contrary

Erin Austin:

again, jointly, equally owned, no matter who contributed how much.

Erin Austin:

All right.

Erin Austin:

So why does a big reason this matters?

Erin Austin:

It's, the 100 percent is kind of, okay, that's great.

Erin Austin:

What does it mean as a practical matter as a practical matter?

Erin Austin:

It means that when each person owns 100 percent of the copyright, they

Erin Austin:

can individually without consent of the other co authors exploit it.

Erin Austin:

The copyrights as if again, they were a solo copyright owner, so they

Erin Austin:

on their own without consent of the other copyright owners can grant 2 3rd

Erin Austin:

parties permission to use the work.

Erin Austin:

it.

Erin Austin:

Can only be non exclusive, but they don't need the consent of other parties.

Erin Austin:

They can sell, like if I own my hundred percent of that work, I can

Erin Austin:

sell my entire interest to someone.

Erin Austin:

And now you have another joint owner that you didn't know you're

Erin Austin:

going to be in business with.

Erin Austin:

and then you can create derivatives from it as well.

Erin Austin:

And so these.

Erin Austin:

Are things that are the default if you don't have a, collaboration

Erin Austin:

agreement in place that, modifies this, these are just some examples.

Erin Austin:

Obviously, I mean, anything that a single copyright owner can do co copyright owner

Erin Austin:

can do without consent of the others, except grant exclusive rights or sell.

Erin Austin:

The other thing is, or sell the whole thing.

Erin Austin:

they couldn't sell the whole all the copyrights in the book.

Erin Austin:

So.

Erin Austin:

What we do have, we do still have a duty to account to the

Erin Austin:

other, owners for any profit.

Erin Austin:

So I can take that illustrated book and I can license, non

Erin Austin:

exclusive rights for, all of.

Erin Austin:

South America, to a publisher down there.

Erin Austin:

I don't need to get consent from the other co owners, but I do have

Erin Austin:

to account and pay and share the profits that I get from that license.

Erin Austin:

and so again, you can't sell an exclusive license to South America, but I can

Erin Austin:

sell a non exclusive license to all of South America, which obviously would

Erin Austin:

affect the value of the entire property.

Erin Austin:

So we want to make sure that we have the vendor, we're on

Erin Austin:

agreement on how to do that.

Erin Austin:

what do we want to do if we are thinking about doing a collaboration?

Erin Austin:

One, we have the considerations that we talked about up front, but specifically

Erin Austin:

with respect to our intellectual property rights, we want to make

Erin Austin:

sure we are addressing, ownership.

Erin Austin:

There might be a reason for one party to Own 75 and the other own 25%, which is

Erin Austin:

really important in the sense of, like, how will revenues be split, which kind

Erin Austin:

of goes to the revenue sharing as well.

Erin Austin:

you want to have any limitations on use.

Erin Austin:

can you create derivatives from it?

Erin Austin:

Can you, license, parts of it to, look at our example, South

Erin Austin:

American publishing rights.

Erin Austin:

And when, we talked about the pre existing material, the beginning,

Erin Austin:

what can be done with the rights going in, if we haven't clearly.

Erin Austin:

Set limits on what is being contributed in preexisting material the sub

Erin Austin:

licensing rights, then those would pass through to my co owner and

Erin Austin:

therefore to, who I sub license it to and so it really starts at the

Erin Austin:

beginning for any materials that you're contributing, your preexisting materials.

Erin Austin:

Controlling what happens on the way in, and then your collaboration

Erin Austin:

agreement will also control what happens with the joint work and how

Erin Austin:

it can be used, transferred, exploited on the back end and revenue sharing.

Erin Austin:

There may be reasons to split revenue sharing.

Erin Austin:

Maybe 1 person, wants to just get a flat fee or something, and the other one's

Erin Austin:

willing to take, risk on the upside.

Erin Austin:

And so maybe you sell the rights, publishing advance, one person gets

Erin Austin:

100 percent of the publishing advance, and the other person gets all of the

Erin Austin:

royalties, because it's so, you can do, I mean, these are agreements.

Erin Austin:

There's not.

Erin Austin:

any statutory issues, you can make whatever deal makes

Erin Austin:

sense for your collaboration.

Erin Austin:

All right.

Erin Austin:

So that is what I wanted to talk to you guys about.

Erin Austin:

I would love to get your questions comments and, see, Is there

Erin Austin:

anything else I can cover today?

Erin Austin:

And by the way, again, if things come up later, feel free to put it

Erin Austin:

in the comments in LinkedIn, and I will get those as you get normal

Erin Austin:

comments and LinkedIn to any post.

Erin Austin:

And I can, answer them there.

Erin Austin:

I do welcome everyone to connect with me.

Erin Austin:

If we're not already connected with me on LinkedIn, please feel free to do that.

Erin Austin:

And I also am happy to take.

Erin Austin:

Suggestions for future LinkedIn lives, I, like to talk about

Erin Austin:

copyrights in particular and contracts and how the two work together.

Erin Austin:

today's is a perfect example of how the two work together.

Erin Austin:

the pre existing, was the 1st slide.

Erin Austin:

I'm going to go back to it.

Erin Austin:

We got a little bit of time.

Erin Austin:

So, the pre existing materials, is when we're coming together as a collaboration.

Erin Austin:

I'm going to assume that each of the collaborators has something

Erin Austin:

valuable to bring to the table.

Erin Austin:

That's why we are working together.

Erin Austin:

Now, it might not be, it might be that 1 of the partners is just a fantastic

Erin Austin:

facilitator or all of the materials to be created within the collaboration.

Erin Austin:

But if, for instance, you you have a course.

Erin Austin:

And you're bringing of the course with you, and that will be

Erin Austin:

incorporated into this collaboration.

Erin Austin:

That's going to be maybe have, like, a course on the Internet.

Erin Austin:

That's kind of a DIY and you're going to be doing a collaboration.

Erin Austin:

That's going to be an all day summit.

Erin Austin:

you're going to be taking some of the materials from your course.

Erin Austin:

And bringing it into this all day summit, you will want to make sure that at

Erin Austin:

the front end that you have a license, which very clearly defines how the

Erin Austin:

joint venture, how the collaboration can use your preexisting materials.

Erin Austin:

And it is especially important.

Erin Austin:

It's always important when you have an ultra property to have things in writing.

Erin Austin:

but it's especially important because the joint works that come out of the

Erin Austin:

collaboration, what you're creating for that all day seminar, for

Erin Austin:

instance, that will be a joint work.

Erin Austin:

you want to make sure that what the co owners can now do with your pre

Erin Austin:

existing materials has been limited.

Erin Austin:

And so you've limited it at the front end.

Erin Austin:

sometimes we forget to limit it on the back end, but at least

Erin Austin:

you've limited on the front end.

Erin Austin:

So that's when starting negotiation for collaboration agreement, how much do we

Erin Austin:

want to spell out desired terms versus asking counterpart to make suggestions?

Erin Austin:

Well, a collaboration agreement should really be that.

Erin Austin:

I mean, if we go to the, Considerations, you should start with the end in mind.

Erin Austin:

I mean, you're a facilitators.

Erin Austin:

I know, you know, what is it that we want to get out of?

Erin Austin:

Like, what do we want the transformation to be with this collaboration?

Erin Austin:

Or is each party bringing to it?

Erin Austin:

And so someone can be the driver.

Erin Austin:

Often there is a leader.

Erin Austin:

I mean, it's not at all unusual for 1 person to kind of drive the

Erin Austin:

collaboration forward and they're really kind of bringing multiple people in.

Erin Austin:

Certainly that happens with summits and things like that, where there's

Erin Austin:

maybe 1 person driving and they're bringing in other collaborators.

Erin Austin:

but it depends on, who has a better idea of where it's going to go.

Erin Austin:

So if collaborator has the big picture, and they're bringing in the

Erin Austin:

resources that they need to, make that big idea come alive, then they're

Erin Austin:

going to start the negotiation.

Erin Austin:

but sometimes it's 2 people who, go, you know, we should work together

Erin Austin:

you're going to do it together.

Erin Austin:

sometimes it's not a collaboration.

Erin Austin:

Sometimes it's literally just a license.

Erin Austin:

It's literally could be that, driving force will say who

Erin Austin:

really just needs to get access.

Erin Austin:

To somebody else's preexisting materials, I wouldn't call that a collaboration.

Erin Austin:

I would call that a license.

Erin Austin:

but when I'm talking about collaboration, like we're really working together to

Erin Austin:

create the new joint work, if that helps.

Erin Austin:

All right, everyone will have a wonderful rest of your day.

Erin Austin:

and thanks for joining me.

Video

More from YouTube