With a board of directors, all EC members jointly appoint directors to join the Board of Directors. Unlike representatives on a management committee, the main task is for directors, not any member. Two or more organizations typically enter into a cooperation agreement that collaborates to improve their existing technologies or pool resources. The agreement generally defines the responsibilities, roles and rights of the parties, while managing the entire project. The main difference between a joint venture and a cooperation is that a joint venture can create its own legal entity when cooperation is not possible. A joint venture operating in the UNITED Kingdom is subject to a wide range of UK laws governing the operation of the business itself, including employment, competition, taxation and health and safety laws. If the joint venture is supposed to own the investigation period created by the joint venture, known as the “leading IP,” the parties to the joint venture must agree on whether this period of investigation will be granted to them and, if so, under what conditions. The parties to the joint venture may require that the “first plan ip” be held by one of the parties to the joint venture (particularly where the investigation period created by the joint venture comes from an IP license granted to the joint venture), whereas these agreements must be in accordance with competition law. Members may wish to submit competition and confidentiality guidelines. Clauses such as the duty of loyalty and confidentiality contribute to the protection of the commercial interests of the parties concerned, especially where partnership is common intellectual property. Directors of a registered joint venture are required to review their legal obligations, including conflicts of interest related to transactions between the joint venture and one or more of the joint ventures, and the obligation to act in good faith to promote the success of a joint venture for the benefit of its members as a whole.
(For more information on the duties of directors, see question 12. Such obligations can be particularly important when there are related disputes or disputes between a joint venture and one of the joint ventures.