World 5 · IP Business Builder · Lesson 19

Collaboration, joint ownership and confidentiality

Before working together, agree in writing: what each side brings, who owns the results, who may exploit them, and what information stays confidential.

5 min
Jurisdictions: International / treaty, Australia
Last reviewed: 19 October 2026

Draft — awaiting editorial review

Educational content, not legal advice. Lessons are drafts awaiting editorial review.

You will learn to

Distinguish background IP, foreground (project) IP and third-party IP.
Understand why joint ownership can be harder to use than it sounds.
Know what a confidentiality agreement protects and what it does not.

Background and foreground IP

Each party brings background IP — what it owned before or outside the project — and together they create new IP during the project, often called foreground or project IP. IP Australia also flags third-party IP, owned by someone outside the collaboration, which needs that owner's permission. Agree in writing before work starts: a list of each party's background IP; what licence the other party gets to it, during the project and afterwards; who will own project IP; who files and pays for protection; and who may commercialise it. It is hard to know at the start whether new IP will arise, so agree how it will be handled if it does.

Joint ownership is not shared freedom

Joint ownership sounds fair but can be hard to use. What each co-owner may do alone differs by IP type and by country. Under Australia's Patents Act, unless the co-owners agree otherwise, each may exploit the patent for their own benefit without accounting to the others, but none can grant a licence or assign an interest without the others' consent. Copyright and trademarks follow different rules, and Vietnamese law has its own provisions on co-owners. A written co-ownership agreement should say who may use, license, enforce, maintain and sell, and how income is shared. Some collaborators instead choose ownership by one party with a licence to the other.

Confidentiality protects information, not ideas

A confidentiality agreement (non-disclosure agreement) sets rules for how the receiving party may use and share information disclosed to it. It does not give ownership of an idea, and it does not stop someone else independently developing the same thing. Under the TRIPS Agreement, undisclosed information is protected when it is secret, has commercial value because it is secret, and has been subject to reasonable steps to keep it secret. Mark what is confidential, share only what is needed, limit who receives it, and keep a record of what was disclosed and when. Publishing a result can end its confidentiality and can affect the novelty of a patent application.

Try a scenario

A Ho Chi Minh City AI start-up and a Melbourne university lab plan to co-develop a crop-disease model. The start-up brings its labelled image dataset; the lab brings an algorithm. The only email says: "we'll own everything 50/50".

What is the best approach before work starts?

Start on the email; 50/50 is clear enough.Sign a collaboration agreement listing background IP, licences to it, ownership and commercialisation of project IP, and confidentiality — and get advice in both countries.Just start, and sort it out once there is a result.

Check your understanding

PracticePractice testSee the explanation after each question.

Pass mark: 80% — for this lesson that means every question.

Question 1 of 4Two Adelaide engineers co-own an Australian patent and have no agreement. One wants to license it to a manufacturer.Under the Australian Patents Act default rule, which is right?

That engineer can grant the licence alone without asking.The other co-owner's consent is needed to grant the licence.A co-owned patent cannot be licensed at all.

Take away

Before collaborating: list background IP, agree who owns and exploits project IP, sign a confidentiality agreement, and do not let "50/50" stand in for a real agreement.

Apply it to your IP

Nothing runs or is saved on its own. Each option only opens a tool when you choose it.

What this lesson cannot tell you

Co-owners' rights and the protection of confidential information differ by IP type and by country. This lesson does not replace a lawyer drafting your collaboration or confidentiality agreement.