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Strategic Alliance Quarterly Q2 Outtakes: How Alliance Managers Keep Data Alliances from Running Afoul of IP, Privacy Laws

Posted By Jon Lavietes, Saturday, April 4, 2020

We’re deep in the throes of assembling our Q2 2020 edition of Strategic Alliance Quarterly, which means we’ve gathered insights from a number of ASAP members and friends of the community. As is always the case, not every useful tidbit of information we’ve gleaned will make it into the issue. That is where this blog comes in. It gives us a forum to share some tips that may one day come in handy for an alliance professional, and hints at what will hit your mailbox in the coming weeks.

This quarter’s Strategic Alliance Quarterly examines the tenets of IP and privacy law that alliance managers must know when putting together and running a data-driven alliance. The piece is a follow-on to our feature on early AI alliances that appeared in the previous issue. It covers some basics of specific statutes like the EU’s General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), and chronicles some broad measures around negotiating initial contracts, handling data at all parts of the alliance life cycle, and driving amendments to the agreement when necessary.

A Template for Expediting Contract Negotiations

In the article, Rita Heimes, general counsel and privacy officer for the International Association of Privacy Professionals (IAPP), shared some valuable knowledge around how to determine whether the data at the heart of a partnership is classified as personally identifiable information (PII), and thus subject to GDPR and maybe CCPA regulations. She also outlined how to collect that data and transfer it to partners, when to dispose of it, and ways to limit liability where this new privacy legislation is vague.  

Heimes also had another pointer for alliance managers, who by and large don’t carry law degrees, that you won’t read in the full print story.

“It’s always a good idea to work with qualified counsel in the first instances [of working with data-driven alliances] to create a really robust template, assuming the alliance manager’s employer is in position to start the contract negotiations,” said Heimes. 

In Heimes’s estimation, creating and reusing a template will help alliance professionals learn the basic language of GDPR and CCPA and the entry-level issues they need to address on behalf of their organizations. Moreover, it gives them something concrete to fine-tune with legal if and when a potential partner has redlined a contract proposal or radically changed the initial terms. 

Creeping Toward a Potential Legal Breach

Brian O’Shaughnessy, partner at Dinsmore & Shohl LLP and a former ASAP BioPharma Conference co-presenter, talked about what he called “mission creep” in an alliance that spans several years. In the print version, he expanded on how alliance managers need to convene stakeholders regularly to check whether the alliance’s original purpose is still relevant and whether the current contract still reflects its mission. He spoke about the alliance manager’s critical responsibility for driving contract amendments should a collaboration take a slightly different course from the one charted at the outset of the voyage.

The print version also talks about some of the potential consequences if an alliance manager fails to catch this mission creep in time. The research team “might not be generating the data the other side [intended], or you’re not producing the products that they need,” O’Shaughnessy said by way of example. Or worse, employees executing alliance responsibilities could be using the partner’s IP in a way that’s not contemplated in the agreement—for example, using a diagnostic device to diagnose a condition it wasn’t intended for, a potentially costly contract infringement. Here is a quote that didn’t make the cut that provides a sense of what you will get in the Q2 2020 issue.   

“You don’t want to be the one that has invested millions of dollars and thousands of FTEs (full-time employee) to generate a bunch of information and data only to find out that because you were using that data wrong, or you weren’t complying with certain contractual obligations, now the other side can terminate the agreement, with the result that perhaps you don’t get the benefit you had sought,” said O’Shaughnessy.

Many ASAP members are involved in data-centric alliances around AI-powered drug discovery initiatives, IoT products or services, and new ways to diagnose patients’ illnesses more quickly and accurately, among many other use cases. Don’t miss the ASAP editorial team’s overview of the basics in keeping your data-centered alliance out of legal hot water stemming from IP misuse or privacy violations. Be on the lookout for the Q2 Strategic Alliance Quarterly in June.

In the meantime, if you haven’t already, check out your copy of the Q1 Strategic Alliance Quarterly and absorb the emerging best practices in joint marketing, collaborative selling, and research and development as they relate to AI alliances. 

Tags:  AI alliances  AI-powered  alliance managers  Contract Negotiations  data alliances  data-centered  data-centric  Dinsmore & Shohl LLP  drug discovery  General Data Protection Regulation  IP and privacy law  O’Shaughnessy  Rita Heimes  Strategic Alliance Quarterly 

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