Joint Development Agreements And Trade Secrets - Sweat The Small Stuff

Joint development, or "teaming agreements" regularly anticipate one party disclosing trade secret subject matter to its counterparty to facilitate the joint development effort. While most JDAs involve companies with distinct technology focuses, it is not uncommon for companies with overlapping technology focuses, or even direct competitors, to enter into these agreements. But all too often these relationships break down, resulting in one or both parties holding the trade secret materials of their counterpart. So long as each party returns the other's confidential material and complies with their non-disclosure and non-use provisions obligations, the parties can move on. But when things go awry, trade secret misappropriation claims get filed. Things only get worse when an aggrieved party contractually limits their ability to recover for a breach of those non-disclosure and non-use obligations.