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Statura Creation Of Joint Ventures
Statura works with companies to create technological ”product” joint ventures that evolve with changing market dynamics. It is our experience that such uniquely crafted JV’s are an effective way to bring into reach new markets, secure old and protect against changing markets, particularly in difficult or fast evolving times. Such relationships have benefited each party in such a way that without each other they would have been excluded from key contracts, that is until their joint formation which now benefits each other from each others expertise.
As with any Joint Venture each party has a valued and equal contribution, such a contribution can be technology, as an example: In the case of provider of software to the mobile telephony operators, a call control system vendor joined with a subscriber control vendor and together they formed a product JV (one party had complete control of the management of a call the other over the charging, promotion and retention of the subscriber) due to the changing environment they were equally excluded from bidding for major contracts, as they were not able to provide an end to end solution, that was until they joined forces. The benefit on this occasion was not only the technology but also the cost effective solution as one of the party’s origins is from China, with a Chinese cost and expectation structure.
Foundation of the Structure
The basis of the Joint Venture is always based on a dominant partner as one party will have to take control of the marketing and selling of the solution to the markets where they are strong whilst the other will retain control in their markets etc.. However, each party will have a role to support the other with expertise with what is termed “a technology sale”; this will ensure that the solution is recognised at its best. Therefore, it is key that the structure is appropriately defined and formed from the start to ensure that each party knows their obligations and act upon them. It is here that Statura will ensure that the structure of such a venture is well defined contractually in order to maximise success.
As with any venture it is critical that you determine what it is that you are dealing with; size, quality, robustness of the product and of the company. All of these factors need to be determined prior to the formation of the JV (after all the ultimate solution will only be as good as it weakest part). It is also important to ensure that any sales process can be underpinned by resources from each party (it is not a good situation if one party is absorbed in their home market that any available support would be some way off.
It is also of primary importance to determine the Intellectual property, “IP” that each party brings to the table and then to define who owns this “IP” for future customization's which will ultimately take place to form the new and complete solution. It should not be ignored, IP is a very encompassing subject and as such needs to be researched to ensure that a company with a product or part of your solution, that this company do indeed own all the “IP” patent assets, copyright, and trademark for their part of that solution. Such an investigation needs to take place early in the course of the “Due Diligence”.
Each party must consider to to transfer sufficient IP assets to ensure the complete success of the joint venture, but, careful consideration as to what is enough IP has to analysed to ensure that not too much is exposed and not too little such that the JV can not survive. It is of paramount importance that such a contract that defines this critical area and between each party that it captures as much detail and therefore locks in the complete frame in which the JV will operate under.
Careful consideration as to the type of agreement needs to be made, by this I mean an assignment or a licence, assignments may be considered to formal a process and restrict each parties ability to operate outside of the territories where the JV is in operation and then cause conflicts of interest. For this situation a licence would be considered a more flexible form of approach.
If a licence is the chosen course then you have to consider several elements as to the scope of the license, it must also again be understood that such a licence must be developed such that it does not inhibit the venture and allows sufficient freedom that the JV can thrive and become a significant entity it its own right:
Any such venture should be supported with market data to ensure the viability of the market, the dynamics, competitive threats etc.. This data should then be analysed and a suitable, scaleable budget created, in order to give the JV scope to operate, perform and above all succeed.