The feedback license appears in many tech contracts. The supplier usually has a broad and unlimited license for each “feedback” from the customer`s employees: each proposal regarding the supplier`s products or services. Sometimes the clause goes on and assigns ownership of the feedback to the supplier. (Click here if you want a full example.) The problem is that no one can really have an idea or a proposal. There is no patent or copyright on an idea. What if no one had feedback, what is allowed or transfers the clause? What does the feedback clause do? Thank you for your interest in giving us feedback on WordPress! If you are selected for a research study, we set up a call that includes audio, video and/or screen sharing. Any study can be different. For example, we can give you access to WordPress features that are still under development, or look at how you interact with WordPress, or simply chat with you about different topics such as your website and your needs. That`s all.
This clause confirms that the agreement does not limit the supplier`s rights to obtain feedback. Even the confidentiality clause does not limit the seller`s rights. The clause also confirms that the customer knows that the supplier will use comments and has this right. And of course, all concerns about trade secrets are put aside. But it doesn`t transfer IPs into unknown assets that don`t yet exist. For customers, the solution is not to give a feedback or feedback license. And you may be can convince the provider, as the request for a feedback clause is likely based on a misunderstanding. Most providers who want the clause think that the customer would own IP in all the comments they give. This is not the case. There is no IP because no one can have an idea. It might also be useful to offer the provider an alternative clause – one that distracts any lingering doubts about feedback “ownership”, without casting a shadow over your IP.
I call this a feedback disclaimer: customer feedback may or may not be limited as intellectual property or as a trade secret. If it is not owned, you can do whatever you want, but if it is owned, you need rights from the person or company giving that feedback. The last thing you want is to incorporate a proposal or improvement from a customer into your product or service, and then end up on the recipient`s side of a right to compensation for the revenue generated by using that proposal or improvement. Comments are often given by the offender on a “as we saw” basis and without assurances or guarantees. One of the problems with using feedback is that the recipient may not know if such feedback violates a third party`s IP rights. The recipient may require the infringer to ensure that the feedback does not violate or abuse the IP rights of third parties. Depending on the nature of the agreement and the bargaining power between the parties, it is unlikely that a disclosing party will provide such assurance or guarantee without doing anything about it. A party that receives feedback can create a feedback provision that provides that the recipient owns the feedback and that the discloser assigns the feedback to the recipient.
This allows the recipient to obtain exclusive feedback rights and the freedom to create derivative works. This provision can be problematic for the applicant, as he may accidentally disclose his own protected information as feedback and lose ownership rights in that information. A feedback clause gives the recipient of the feedback general ownership or license rights over ideas, know-how, improvements or proposals that the recipient might receive from another party. . . .
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