Determines who owns ideas, suggestions, improvements, and feedback provided during confidential discussions. Critical for product development and consulting relationships.
Medium Complexity
Purpose
A feedback clause addresses ownership of ideas, suggestions, improvements, and feedback that one party provides to the other during discussions protected by the NDA. Without clear terms, disputes can arise about who owns valuable ideas that emerge from collaborative conversations.
Common Usage Scenarios
Software Beta Testing: When beta testers provide suggestions for product improvements
Consulting Engagements: When consultants provide recommendations during advisory work
Product Demonstrations: When potential customers suggest features during sales demos
Partnership Discussions: When partners brainstorm improvements during deal negotiations
Investor Pitches: When investors provide strategic advice during due diligence
Key Considerations
Scope: What constitutes "feedback" - all comments, or only specific suggestions?
Ownership Transfer: Does feedback ownership transfer automatically, or only upon certain conditions?
Compensation: Is the feedback provider compensated for valuable ideas?
Attribution: Does the originator receive credit or acknowledgment?
Limitations: Are certain types of feedback (e.g., patentable inventions) excluded?
Feedback
If either party provides the other party with any feedback, suggestions, or recommendations regarding the other party's products, services, or business operations ("Feedback"), the receiving party may use such Feedback without restriction, provided that such Feedback shall not include any Confidential Information of the providing party.
Neither party shall have any obligation to compensate the other party for any Feedback provided hereunder.
This Section shall not affect either party's ownership of its pre-existing intellectual property.
Basic Version: A balanced approach that allows both parties to use each other's feedback while protecting their own confidential information. Suitable for mutual partnerships.
Feedback and Suggestions
1. Grant of Rights. If the Receiving Party provides the Disclosing Party with any ideas, suggestions, recommendations, bug reports, error corrections, improvements, or other feedback relating to the Disclosing Party's products, services, technology, or business operations (collectively, "Feedback"), the Receiving Party hereby grants to the Disclosing Party a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license to use, reproduce, modify, create derivative works from, distribute, publicly display, publicly perform, and otherwise exploit such Feedback for any purpose.
2. No Obligation. The Disclosing Party shall have no obligation to: (a) implement, use, or commercialize any Feedback; (b) provide any compensation or attribution for any Feedback; or (c) return or destroy any Feedback.
3. Exclusions. This Section shall not apply to: (a) any Feedback that the Receiving Party demonstrates was independently developed without reference to the Disclosing Party's Confidential Information; (b) any patentable inventions, which shall be addressed separately in writing; or (c) any Feedback provided by the Receiving Party's employees acting outside the scope of their employment.
4. No Implied Licenses. Except as expressly provided herein, nothing in this Agreement grants either party any license to the other party's intellectual property.
Standard Version: More comprehensive protection with carve-outs for independently developed ideas and patentable inventions. Explicitly preserves existing IP rights.
Assignment of Feedback and Ideas
1. Ownership. Any and all Feedback, ideas, suggestions, recommendations, improvements, inventions, concepts, know-how, techniques, or other information of any kind whatsoever that the Receiving Party (or any of its Representatives) conceives, develops, or provides to the Disclosing Party in connection with this Agreement or the Purpose, whether or not reduced to practice, patentable, or copyrightable (collectively, "Feedback"), shall be the sole and exclusive property of the Disclosing Party.
2. Assignment. The Receiving Party hereby irrevocably assigns, transfers, and conveys to the Disclosing Party all right, title, and interest in and to any Feedback, including all intellectual property rights therein. The Receiving Party agrees to execute any documents and take any actions reasonably necessary to perfect the Disclosing Party's ownership of such Feedback.
3. Waiver. To the extent any rights in Feedback cannot be assigned, the Receiving Party hereby waives such rights and agrees not to assert them against the Disclosing Party. To the extent any such rights cannot be waived, the Receiving Party hereby grants the Disclosing Party an exclusive, perpetual, irrevocable, worldwide, royalty-free license to exercise all rights in such Feedback.
4. No Compensation. The Receiving Party acknowledges and agrees that no compensation shall be owed for any Feedback, regardless of its value or the extent to which it is used by the Disclosing Party.
5. Cooperation. The Receiving Party shall provide reasonable cooperation to the Disclosing Party in obtaining, maintaining, and enforcing intellectual property protection for any Feedback.
Warning - Aggressive: This version assigns ALL ideas to the disclosing party, including potentially patentable inventions. The receiving party should be cautious - this could affect their own IP development.
1
Define "Feedback" Clearly: Ensure the definition is reasonable. Avoid language that captures all communications or ideas that predate the relationship.
2
Carve Out Patentable Inventions: If you might develop patentable ideas, negotiate for a separate process to address invention ownership rather than automatic assignment.
3
Protect Pre-Existing IP: Ensure the clause clearly excludes your pre-existing intellectual property and any improvements thereto.
4
Consider Reciprocity: If only one party is granting feedback rights, negotiate for a mutual provision or additional compensation.
5
License vs. Assignment: A license is less risky than an outright assignment. Push for license language if you're the feedback provider.
6
Address Employee Ideas: Clarify that feedback rights only apply to ideas within the scope of the business relationship, not all employee innovations.
Automatic Patent Assignment
Language that automatically assigns all patentable inventions to the other party could cost you valuable IP rights. Always negotiate for a separate review process for patents.
Overly Broad Definition
Definitions that capture "any ideas, concepts, or information" without limitation could claim ownership of ideas you developed independently before the relationship began.
One-Sided Assignment
If only one party is required to assign feedback, the clause is unbalanced. In mutual relationships, feedback rights should typically flow both ways.
No Pre-Existing IP Protection
Clauses that don't explicitly carve out pre-existing intellectual property could be interpreted to assign your existing innovations to the other party.
Cooperation Obligations
Requirements to assist in obtaining patents or other IP protection for assigned feedback can be burdensome and expensive. Negotiate for cost reimbursement at minimum.