Analyze Counterparty Markup Of Joint Development Agreement

---
name: analyze-counterparty-markup-jda
task_id: intellectual-property/analyze-counterparty-markup-of-joint-development-agreement
description: Redline review memorandum analyzing a counterparty-marked joint development agreement against the original draft and the client’s business terms, focusing on ownership, license scope, temporal allocation, and financial schedule changes.
activates_for: [planner, solver, checker]
---

# Skill: Analyze Counterparty Markup of Joint Development Agreement

## 1. Subject-matter triage

- Treat this as a clause-by-clause markup review of a joint development agreement, not a generic contract summary.
- Identify all changed provisions first, then assess how each change reallocates ownership, use rights, timing, control, or economics.
- If the source set includes multiple versions, schedules, exhibits, or tracked changes, review them as one integrated deal package before drafting conclusions.
- Separate changes that alter legal allocation from changes that are merely stylistic; only the former should drive the memo.

## 2. Failure modes the skill is correcting

- Reading altered IP ownership or license language in isolation rather than tracing how deletions and insertions work together to shift control.
- Missing the interaction between background IP carve-outs and foreground or jointly developed IP provisions, especially where a broad carve-out can swallow the intended ownership rule.
- Treating field-of-use or channel restrictions as boilerplate instead of testing them against the client’s actual product, pipeline, and commercialization plan.
- Overlooking the difference between rights that exist during the collaboration and rights that survive after termination, including asymmetries created by paired deletions and added survival language.
- Accepting payment, milestone, cost-sharing, or reimbursement tables without independently checking whether the stated structure is internally consistent and commercially material.
- Failing to surface compound risk where one clause narrows ownership while a related clause expands exclusivity, veto power, or post-termination capture.
- Writing conclusions that describe the edit but do not explain scale, interaction, and downstream consequence.

## 3. Legal frameworks / domain conventions that apply

- Start from the governing default for ownership of newly created IP under the relevant regime, then identify any contract language that displaces that baseline; ownership by contract must be expressed with precision.
- Background IP should be ring-fenced by definition and by operative use rights; if the definition is too broad, it may undermine the intended allocation of developed deliverables.
- Jointly developed IP, improvements, and derivative works should be analyzed separately; each may carry different ownership, license, and exploitation consequences.
- License grants should be read for scope, field, territory, exclusivity, sublicensing, and any limitation tied to a purpose, project, or program.
- Term and survival language must be read together with post-termination use provisions to determine what each party can keep using after the relationship ends.
- Cost allocation, milestone payment, and reimbursement provisions create binding financial commitments; arithmetic, timing, and trigger conditions must be checked against the operative text and any schedule.
- Where confidentiality, publication, invention disclosure, prosecution control, or enforcement rights are tied to the IP package, those provisions may materially alter practical ownership even if title language is unchanged.
- Cite the controlling legal authority or contractual standard for any legal proposition relied on, using the relevant statute, regulation, rule, or recognized doctrinal baseline.

## 4. Analytical scaffolds

- Changed-text mapping: identify every substantive edit, then classify it as ownership, license, control, term, economics, or housekeeping.
- Ownership allocation test: ask whether the change shifts title, narrows the definition of what is owned, or creates an exclusive control right that functionally mimics ownership.
- Paired-risk test: if one clause narrows a party’s retained rights while another clause expands the counterparty’s permitted use, explain the combined effect rather than each clause alone.
- Temporal-scope test: compare “during the term” rights to post-termination rights; flag any change that extends capture beyond the collaboration period or extinguishes continuing use rights.
- Field-of-use test: map the restriction to the client’s known business model and commercialization channels; state plainly whether the restriction forecloses a realistic use case.
- Financial-integrity test: verify each changed payment, split, or reimbursement term against the governing schedule and related definitions; do not assume the table is correct because it is formatted cleanly.
- Cross-document test: where a clause refers to an exhibit, schedule, statement of work, invention policy, or side letter, confirm consistency across the package.
- Risk characterization: rate each issue using a uniform ordinal severity scale and explain the rating in one line.

## 5. Vertical / structural / temporal relationships

- Analyze the agreement vertically from definitions to operative grant to survival, because a broad definition can silently drive the rest of the clause stack.
- Trace horizontal relationships between related provisions that together determine practical rights: ownership, licenses, improvements, confidentiality, publication, enforcement, and termination.
- Distinguish pre-effective-date background rights, in-term development rights, and post-termination exploitation rights; each may carry a different allocation rule.
- If the markup touches schedules or exhibits, compare the main body and the schedule as a single instrument; a schedule change can override or destabilize a body clause.
- Where multiple parties or project streams are involved, enumerate each affected party or stream before analysis and address them separately rather than collapsing them into one pass.
- Treat changes to timing language as substantive when they alter priority, vesting, expiration, notice windows, or survival.

## 6. Output structure conventions

- Use a short executive summary that states the overall risk profile and the most material deal-shift points.
- Define the severity scale once at the top and use it uniformly for each issue.
- For each issue, include: the clause changed, the nature of the deviation, why it matters structurally, the severity, and the recommended counter-position.
- Each issue analysis must close with three elements: the scale of impact as reflected in the source materials, the related clause or document that interacts with it, and the consequence for the client.
- Use explicit change-marking language in the memo body for any redline description so the reader can identify the edit from text alone, even outside tracked changes.
- Include a compact comparison of financial terms when the markup affects fees, milestones, reimbursements, or other monetary schedules.
- End with a Recommended Actions section that assigns each action to a responsible role and ties it to a transaction milestone or other practical deadline.
- Use conventional legal memo formatting, but do not mirror any hidden rubric section list verbatim.