Joint Ventures in Nepal: Who Retains the Intellectual Property Post-Dissolution?

Background IP: contributed assets and the licence that governs them

The partner who contributes the brand, the technology or the processes keeps them: equity participation in a JV is not a transfer of the contributor's IP, and Nepalese law supplies no conversion-by-investment. What the JV gets is a licence — and the licence's terms are the JV's real IP constitution: scope (which marks, which fields of use), term (the JV's life, or longer), territory, exclusivity (and its conditions), and — the term that decides exits — survival (does the licence outlive the JV? on what economics?).

The exit-time failure mode is structural: the foreign partner's brand licensed to the JV, the JV builds a decade of local goodwill, the partners fall out — and the brand licence terminates with the JV, stranding the local business without the identity that made it valuable. The drafting that fixes it: continuing licences (post-JV rights to use the mark for defined transition periods or permanently, priced), buy-sell options over the IP itself (the departing partner can buy the local rights), and field-of-use splits (each partner keeps what its business needs, cleanly). None of it is exotic; all of it must be written before the dispute.

• Contributed IP stays contributed — the JV gets a licence
• Licence survival after exit is the decisive term
• Continuing licences and buy-sell options are the exit tools

Foreground IP: what the JV creates, and Nepalese defaults

The IP created during the JV has no JV-specific rules — the general defaults apply, and they cut in specific directions. Copyright: vests in the human creator (Nepal's creator-first rule) until assigned — so the JV's employment and contractor agreements must assign to the JV company, or the asset legally sits with individuals who may not even remain. Trademarks: register in whoever files — the JV company by default, which makes the mark a JV asset (divisible on dissolution) rather than either partner's. Jointly-created works: default to joint authorship — undivided shares, and the Copyright Act's joint-works rule lets each co-owner license the work non-exclusively independently — the default that turns an amicable exit into a licensing free-for-all if the agreement is silent.

The drafting that overrides the defaults: a foreground-IP clause naming ownership as work progresses (JV-company ownership with licence-backs to each partner for its own fields; or sole ownership per contribution with cross-licences; or joint ownership with unanimity required for licensing — the term that neutralises the non-exclusive free-for-all). Improvement and grant-back terms (each partner's improvements to the other's technology: owned by the improver with a licence back? owned by the contributor?) — the question every technology JV answers late and expensively.

Dissolution: the exit mechanics that prevent the IP war

When the JV ends — expiry, deadlock, buy-out, or the wind-down under the Companies Act — the IP questions resolve through the mechanics drafted (or fail through the defaults): the buy-sell for the IP (one partner buys the JV's registered marks and assigned copyrights at a formula or appraisal — the cleanest outcome, and the clause that makes it possible); the transition licence (the partner taking the business continues using the mark for a defined sell-off and migration period — with de-branding deadlines that make it real); de-branding obligations (signage, packaging, domains, social accounts, listings — enumerated, with deadlines and verification); the data layer (customer records and transaction data: owned by whom, portable how, privacy-law-compliant — the JV asset nobody valued until exit); and the employees' IP (already assigned to the JV company — which is why the assignment discipline from day one is what makes any of the exit options executable).

The guiding analogy from Nepalese case law: the Wizard Fragrances full-bench ruling — where a proprietorship's trademarks were held to pass with the business's sale absent a clear contrary agreement. Read as drafting advice: Nepalese tribunals resolve IP-on-exit disputes by what the documents clearly say, and where they say nothing, the IP follows the business. Every carve-out, split and licence-back must therefore be explicit — the JV agreement's IP section is the exit, written in advance.

• Buy-sell + transition licence + de-branding: the exit trio
• The data layer: owned, portable, compliant — or contested
• Wizard Fragrances: silence means the IP follows the business

The drafting checklist

The JV agreement's IP section, reduced to the checklist that survives contact with a dissolution: (1) the background-IP schedule — every contributed asset listed, licensed with scope/term/exclusivity; (2) foreground ownership — named rules per asset class, overriding the joint-authorship and creator-first defaults; (3) improvements and grant-backs — who owns what builds on whose contribution; (4) the exit IP mechanics — buy-sell formula, transition licences, de-branding; (5) the data clause — ownership, portability, compliance; (6) the employees' assignments — to the JV company, verified annually; (7) registrations current — the marks in the right name, licences recorded, renewals diarised (the register matching the agreement is what makes every other clause enforceable).

Joint ventures in Nepal are usually written optimistically — and read bitterly. The IP section is where the difference gets decided: an afternoon of drafting against the exit, or years of litigation about it.