Before you begin
The intellectual property toolbox is a collection of tools and document templates compiled by the our technology transfer team with the help of Estonian and international experts to simplify and accelerate the commercialization of companies’ intangible assets and intellectual property (collectively referred to as IP).
The toolbox includes tools for:
- facilitating the exchange of confidential information,
- commissioning contractual R&D and negotiating development cooperation agreements,
- managing the IP in companies,
- protecting and commercialising IP and
- preparing for business transactions involving IP.
Comments, suggestions, and questions about the toolbox and its documents are welcome. Please email them to the EIS intellectual property and technology transfer team.
Unless otherwise noted, all materials are freely available under a Creative Commons Attribution (CC-BY) 4.0 license.
Attention! The document templates provided here are intended to serve only as a basis and must be adapted to suit each use case. Neither EIS nor the partners involved in preparing the model documents are liable for any losses or damages associated with their use.
Using these tools, you agree to the general terms and conditions for using EIS model documents.
What do you need a tool for?
When planning any development cooperation, the parties should consider and agree on who will share commercially sensitive information and under what conditions to prevent the leakage of sensitive information. We have compiled the following confidentiality agreement templates based on our experience with cooperation between companies, as well as universities and other research and development institutions, and international best practices.
Please note, that these are only starting points for agreements. Before signing, be sure to adapt them to the needs of your current project.
If sensitive information is shared by only one party (for example, in the case of a pure development order), a unilateral confidentiality agreement is appropriate:
Unilateral confidentiality agreement (NDA) form
If sensitive information is shared by both parties (e.g., in the case of development cooperation), a bilateral confidentiality agreement should be chosen (see below). If sensitive information is shared by only one party (e.g., in the case of a pure development order), a unilateral confidentiality agreement is appropriate (see above).
The development work contract template is intended for use in situations where one party orders a development from another party and wishes to use the results of the development itself. The contract leaves it up to the parties to decide whether and under what conditions the party carrying out the development can use the results itself in the future.
The contract is suitable for initiating development cooperation with engineering firms, universities, or other research or development institutions. Before executing the contract, we strongly recommend that you discuss it with your development partner and follow the recommended outline for development cooperation negotiations provided below.
The guidelines for development cooperation negotiations and the basic principles of a development cooperation agreement are intended for use in cases where two or more companies wish to cooperate on a development project, with each party developing its own part in pursuit of a common goal, carries out its own activities, and creates new intellectual property. These forms are also suitable in cases where one of the parties to the cooperation is a research and development institution, such as a university or similar.
As the reasons and conditions for development cooperation always vary, we strongly recommend that you start with the basis of the agreement and follow the recommended structure for development cooperation negotiations below during the negotiations.
If any of the project partners contribute their existing IP, data, know-how, or other sensitive information to the project, we recommend adding a so-called background IO list to the agreement, which clearly lists the intangible assets contributed to the project and the rights that are (or are not) granted to the other party during or after the project.
For a company’s intangible assets and IP to be commercially exploitable, they must be identified and their commercial value assessed, even if only qualitatively. Such mapping of intangible assets (sometimes called an IP audit) is when a company creates an overview of the intangible assets under its control, their commercial impact, sources, and condition. An IP audit is usually the first step in creating an intellectual property strategy for a company or business line.
Assessing its commercial value is one of the most essential factors in deciding whether to implement IP. For companies with a functioning business model, the IP Score tool developed by the European Patent Office (EPO) can be helpful.
It is essentially an Excel spreadsheet that calculates a given piece of intellectual property’s current net present value (NPV) using the cash flow method, based on the company’s economic indicators and strategic directions. Although the tool has several limitations (including the time frame of the calculated business model, limitation to only patent-protected IP, etc.), each company can adapt it to its own needs.
Check out the tool here:
To begin protecting technologies and innovative solutions, the specific solution to be protected must be clearly defined for the company. Then, a decision can be made on the protection strategy (for example, whether and which part of it could or should be protected as a trade secret or by a patent).
If an employee of the company has created something new that seems to have strong potential to play an important role in the company’s technology offering in the future, the following description of an innovative solution can be used for its initial description, which will help the expert or team that created the solution to specify what the solution and its technological (or commercial) value could be;
The international patent application outline helps to structure the description of the invention in the manner in which it is usually structured in an international patent application. It gives an idea of the questions that need to be answered when applying for patent protection and structures and speeds up the process of applying for protection for an invention in cooperation with patent experts.
International patent application outline (MS Word, in English)
To help you to get the most of the toolbox
To help companies quickly gain an overview of intellectual property (IP), its principles, and different types of IP, we have compiled a study guide that we affectionately call the “IP textbook.” We have tried to keep it as short as possible so that readers can quickly grasp the necessary terminology and basic understanding of how the world of intellectual property works.
You can download it (PDF file) or browse it online.
In our podcast aimed at technology and growth companies, we talk about intellectual property in plain language. The speakers are the companies themselves and the IP experts who advise them. Among the companies featured are Bolt and Cleveron, and among the experts are people who have advised both Starship and Dipperfox. Whether you are a big or small innovator, this podcast is for you!
A comprehensive series of seminars introducing the legal basis of intellectual property and types of intellectual property, suitable for all companies and interested parties, with examples from Estonian companies and cases. The lecturer is Marius Kuningas, intellectual property legal advisor at Enterprise Estonia.