Frequently Asked Questions
A robust protection strategy for confidential data and trade secrets requires a dual approach, combining legally enforceable agreements with proactive internal security management.
A. Legal Measures:
• Comprehensive Non-Disclosure Agreements (NDAs): Implement legally sound NDAs with all parties who access sensitive information, including employees, contractors, and business partners.
• Well-Drafted Restrictive Covenants: Utilize carefully tailored non-compete and non-solicitation clauses in employment contracts to safeguard against the transfer of key knowledge to competitors.
• Formal Conflict of Interest Policies: Establish and enforce clear corporate policies that define and restrict activities creating conflicts of interest or commitment, with specified remedies for violations.
B. Managerial & Technical Measures:
• Strict Access Controls: Limit data access rigorously on a "need-to-know" basis.
• Data Encryption & Secure Disposal: Encrypt sensitive digital files and institute certified protocols for the secure destruction of physical and electronic documents.
• Regular Employee Training: Conduct ongoing training programs on data security protocols, confidentiality obligations, and emerging threats.
• Foster an IP-Conscious Culture: Cultivate a company-wide culture that intrinsically values and proactively safeguards intellectual property.
• Strategic Integration of IP Rights: Create layered protection for innovations by combining patent registration with trade secret protocols where strategically appropriate.
Consult with JavanLex to develop a customized protection strategy tailored to secure your critical business assets.
While often used interchangeably, these terms represent distinct concepts crucial for effective management.
Intellectual Property (IP) refers to creations of the mind that have been formally recognized by law and granted exclusive rights. These are legally defensible assets, including patents, trademarks, copyrights, industrial designs, and geographical indications.
Intangible Assets (IA) is a broader term encompassing all non-physical assets that generate value. This includes IP rights but also extends to trade secrets, brand equity, proprietary data, software, and goodwill.
The key distinction is that all IP is an intangible asset, but not all intangible assets are legally protectable IP. Understanding this difference is vital for corporate strategy. It informs decisions on what to protect formally (IP), what to guard through confidentiality (trade secrets), and how to accurately value the complete spectrum of a company's non-physical worth for investors, mergers, and acquisitions.
The most cost-effective and strategic first step is to file an application in your home country before publicly disclosing your invention or brand.
For patents, this establishes a "priority date." Under the Paris Convention, you then have a 12-month window to file corresponding applications in other countries, claiming the original filing date. This priority period is critical—it prevents others from patenting your invention after your initial disclosure and gives you time to assess markets and secure funding for international expansion.
This initial filing can then be leveraged into the international systems:
- A national patent application can form the basis for a PCT international application.
- A national trademark registration can be used as the basis for an international registration under the Madrid System.
This "home country first" strategy provides a secure foundation and a critical grace period for planning a cost-effective global IP portfolio.
Strategic exploitation transforms Intellectual Property Rights (IPRs) from legal safeguards into dynamic engines for direct revenue and corporate growth. Proactive management unlocks sophisticated wealth creation avenues beyond core operations.
Principal models for direct IP exploitation include:
- Licensing & Royalties: Authorize third-party use of your patents, trademarks, industrial designs or copyrights for recurring payments, establishing a high-margin, predictable revenue stream.
- Franchising: License your proven business system and brand identity to enable rapid, capital-efficient market expansion.
- Joint Ventures & Alliances: Contribute IP as equity to a collaborative partnership, merging complementary strengths for co-development and shared profits.
- Strategic Litigation: Enforce rights to secure financial damages or favorable settlements, protecting market exclusivity and generating substantial awards.
The most successful enterprises often employ a hybridized strategy, selecting and combining these models to align with their specific assets, market position, and long-term strategic objectives. This approach will transform your IP portfolio into a dynamic, profit-generating center.
The Act on the Protection of Industrial Property Owners' Rights (2024) represents a major modernization of Iran's intellectual property framework, aligning it more closely with international standards. Significant innovations include introducing protection for utility models, certification marks, and undisclosed information (trade secrets), which were absent from the previous 2008 legislation. The new Act also establishes clearer definitions for unfair competition, increases criminal penalties for infringement, and provides for a wider range of judicial remedies, including security and corrective measures.
The Industrial Property Center of Iran maintains a strict policy regarding the registration of trademarks across multiple classes. Applicants must provide proof of use, a certificate of exploitation, a business license, or similar official documentation for the specific goods and/or services. Consequently, while registering a trademark in all 45 classes is not legally impossible, it is practically challenging as it requires submitting substantiating documents for each class, which may be difficult to procure for all categories simultaneously.
Yes. Under Article 102 of the Act on the Protection of Industrial Property Owners' Rights (2024), a single application can be filed for the registration of one distinct mark for goods and services spanning multiple classes of the Nice Classification, subject to payment of the prescribed official fees for each class.
It is important to note that the registration of multiple, distinct trademarks requires the submission of separate applications for each mark.
Pursuant to the Executive Regulation of the Law on the Prohibition of Using Foreign Names, Titles, and Terms (adopted 1999 with subsequent amendments), specific exemptions are established under Articles 7 and 8 that are critical for trademark applicants.
Article 7 of the Regulation stipulates that translating the specific names of services or products manufactured in other countries into Farsi is not mandatory. Furthermore, companies offering such products are not required to change their institutional names.
• Supplementary Note: This article clarifies that foreign companies investing in Iran are permitted to use their foreign corporate name and specific product trademarks for the registration of the local subsidiary and for the marketing of products manufactured within Iran, provided they comply with other relevant laws and regulations.
Article 8 of the Regulation explicitly exempts export-oriented goods from these naming restrictions, provided the goods are not distributed within the domestic Iranian market.
Conclusion: The Executive Regulation provides crucial exemptions. If your trademark pertains to goods produced outside Iran or to products manufactured within Iran solely for export, the prohibitions of the main law generally do not apply. For case-specific guidance, consult with JavanLex.
Yes. The Iranian intellectual property system explicitly provides for the protection of utility models, referred to as "نمونه شیء مصرفی" (Utility Model), through two distinct filing pathways.
According to Article 79 of the Act on the Protection of Industrial Property Owners' Rights (2024), protection can be secured via:
- Direct Filing: An application for a utility model can be filed independently from the outset, without the need for a prior patent application.
- Conversion: An existing patent application can be converted into a utility model application, either voluntarily during the patent examination process or by Post-Rejection Conversion within 20 days following a patent rejection.
In both cases, the utility model registration benefits from the original application's filing date. This framework allows for strategic, simultaneous protection of an invention through both patent and utility model registrations where appropriate.
The term of protection varies by the specific intellectual property right, as stipulated by the Act on the Protection of Industrial Property Owners' Rights (2024). The following outlines the standard durations:
• Patents: Protected for a period of 20 years from the application filing date. Maintenance of the patent is contingent upon the timely payment of annual fees.
• Utility Models: Protected for an initial 3 years from the application filing date. This protection can be renewed once, yielding a potential maximum protection up to 6 years from filing date.
• Industrial Designs: Protected for an initial period of 5 years from the application filing date. This protection can be renewed for two subsequent five-year terms, yielding a potential maximum term of 15 years.
• Trademarks: Protected for 10 years from the filing date. The registration is renewable indefinitely for successive ten-year periods, provided renewal fees are paid.
It is critical to note that for patents, trademarks, and industrial designs, maintaining these rights is subject to strict adherence to statutory procedures, including the payment of renewal or annuity fees. Failure to comply will result in the lapse of rights.
Under Iranian law, a registered trademark is vulnerable to cancellation if it is not used commercially. The regulations are designed to prevent the mere warehousing of trademarks and ensure active use in the market.
The key provisions are as follows:
• Initial One-Year Obligation: The trademark owner is obligated, from the outset of registration, to commit to using the mark. Failure to submit proof of use or actual use of the trademark within one year from the registration date can lead to the automatic cancellation of the registration, effective from the original filing date.
• Three-Year Non-Use Cancellation: After the initial one-year period, any interested party (including competitors and relevant trade associations) may file for cancellation on grounds of non-use. If it can be proven that the trademark owner has not used the mark for a continuous period of three consecutive years prior to the cancellation request, the court may order its revocation. The cancellation effect for non-use takes hold from the date of the final court ruling.
• Five-Year Filing Window: A general deadline exists for filing cancellation actions. An interested party must typically file a request for cancellation based on various grounds, (including but not limited to grounds of non-use, non-distinctiveness, being against morality and public order, misleading the consumers), within five years from the trademark's registration date.
• Exceptions: The law recognizes valid excuses for non-use. The three-year non-use rule does not apply if the trademark owner can demonstrate that the failure to use was due to force majeure—unforeseeable circumstances beyond their control. Furthermore, the five-year filing deadline does not apply in cases of bad faith registration.
• Special Rules for Collective Marks: Specific, stricter rules apply to collective trademarks. If the owner of a collective mark uses it in a manner that misleads the public regarding the origin or quality of the goods/services, the mark is subject to cancellation.
According to the Iranian Industrial Property Law, while the standard procedure requires annual annuity payments, the law provides a convenient option for rights holders.
You have the flexibility to prepay the renewal fees for a five-year period in a single, lump-sum payment. This can simplify budget management and reduce the administrative burden of annual transactions.
It is critical to note that these annuity payments begin two years after the patent application is filed. Failure to pay the annual fees on time results in a significant penalty and can ultimately lead to the lapse of your patent rights.
Yes, the new Iranian Industrial Property Law recognizes and provides protection for pharmaceutical inventions. However, the law also establishes critical exceptions to patent rights that are essential for public health and generic competition. Key points include:
• Patentability: Pharmaceutical processes and, under certain conditions, compounds can be patented, granting the owner exclusive rights.
• Key Limitations (Bolar Provision): Under Article 38, it is not a patent infringement for generic manufacturers to undertake preparatory acts (such as research, testing, and obtaining regulatory approval) for the commercial use of a patented pharmaceutical invention before the patent expires.
• Pharmacy Compounding: The law also allows for the compounding of single-prescription combination drugs by pharmacists without infringing the patent.
• Strategic Importance: These exceptions mean that while you can obtain a patent for a new drug, you must plan your market strategy with the understanding that generic competitors can legally prepare for market entry during your patent term. A robust IP strategy should account for this legal landscape.
No, Iran is not a signatory to the Berne Convention. This means that works originating outside Iran are not automatically protected by Iranian copyright law. Rights holders must rely on other strategies, such as first publication within Iran, to secure protection.
The most effective strategy is proactive dispute prevention. This begins by designing balanced, win-win commercial relationships from the outset. Key steps include conducting thorough due diligence, negotiating in good faith, and securing the agreement with a well-drafted, enforceable contract. A robust contract acts as your first and most important line of defense, providing a clear framework to avoid conflicts before they arise.
There is no single "best" method; the optimal choice depends on the specific circumstances of your case. Key factors we evaluate include:
• The nature and intensity of the dispute.
• The business relationship and the parties' desire to maintain it.
• The jurisdictions involved and the enforceability of outcomes.
• Considerations of cost, time, and confidentiality.
The choice between negotiation, mediation, arbitration, or litigation is a critical strategic decision. We recommend consulting with a legal expert before finalizing a contract clause or initiating a claim to ensure you select the most advantageous path for your goals.
Yes, international arbitration is often the most prudent method for resolving commercial disputes arising from trade with Iran and GCC members. We generally recommend international arbitration for trading with Iran and GCC members due to its distinct advantages in this complex region:
• Neutrality: Provides a neutral forum, avoiding domestic court bias.
• Enforceability: Awards are more easily enforced internationally under the New York Convention to which Iran and several GCC states are party.
• Confidentiality: Keeps sensitive commercial disputes and information private.
• Expertise: Arbitrators expert in the complex legal issues, commercial practices, and relevant technical aspects can be adopted.
The key to success is a precisely drafted arbitration clause. We advise consulting with JavanLex to tailor a clause that ensures a binding and enforceable outcome for your specific cross-border operations.
The application of the International Trade Arbitration Act depends on whether your dispute is classified as "international." Under the UNCITRAL Model Law, which many countries have adopted, an arbitration is international if:
• The parties have their places of business in different states, or
• Key elements of the dispute—such as the place of arbitration or the primary location of contract performance—are connected to a foreign state.
Parties can also expressly agree in their contract that their commercial relationship is international and that the International Trade Arbitration Act shall govern their disputes.
Important Consideration for Iran: It is critical to consult with a legal expert, as jurisdictional rules vary. For instance, under Iranian law, if both parties to a contract are Iranian nationals, the domestic arbitration act will typically apply—regardless of the parties' place of business or any contractual agreements on internationality.
A poorly drafted arbitration clause is a major legal and financial risk. We strongly advise against using generic "boilerplate" language, as it can lead to significant delays, costs, and jurisdictional challenges if a dispute arises.
A sophisticated and enforceable clause should explicitly specify several key elements:
- The Seat of Arbitration: the legal place where the award is issued, which determines the legal framework and arbitral procedure (lex arbitri).
- The Governing Rules: The procedural framework (e.g., ICC, UNCITRAL, TRAC, etc.).
- The Governing Law of the Contract: The substantive law that interprets the contract's terms.
- The Type of Arbitration: Whether it is institutional (administered) or ad hoc.
- The Number and Appointment of Arbitrators: How the tribunal will be formed.
- The venue of Arbitration: physical location of hearings.
- The Language of the Proceedings.
Consult with JavanLex prior or during the contract drafting phase to tailor a dispute resolution clause that protects your interests and is precisely adapted to your specific transaction.
The absence of a binding arbitration clause means resolving the dispute will likely require litigation in national courts. This process is complex and demands a strategic approach to jurisdiction. Your primary steps should be:
1. Determine Competent Jurisdictions: Identify all potential countries whose courts have the legal authority to hear your case. This analysis depends on factors like the contractual agreements, applicable law, the parties' nationality and place of business, the place of conclusion and performance of the contract, etc.
2. Develop a Jurisdictional Strategy: With the advice of an international trade law expert, select the most favorable jurisdiction. The choice can significantly impact the procedure, timeline, cost, enforceability, and eventual outcome of the litigation.
3. Initiate Litigation: Once a strategy is set, your legal team will file the lawsuit in the chosen jurisdiction and proceed through the local court system.
How JavanLex Can Assist?
We provide expert guidance through this challenging process. Our firm can lead the strategic analysis to determine the optimal jurisdiction and oversee the ensuing litigation. If Iran is identified as the most advantageous forum, we will represent you directly as your local counsel, managing all aspects of the case in Iranian courts.
Yes, interim measures are a critical tool for preserving your rights. An arbitral tribunal, once constituted, can grant a wide range of interim measures. However, in many cases, seeking immediate protection before the tribunal is formed requires application to a national court. Iranian courts have the authority to grant interim measures, such as attachments or preliminary injunctions, even for disputes subject to arbitration, provided the criteria under the Iranian Code of Civil Procedure are met. We strategically advise on whether to seek such measures from the court or the tribunal, ensuring your assets and evidence are safeguarded throughout the process.
Mediation is a confidential and voluntary process where a neutral third-party mediator assists the disputing parties in reaching a mutually acceptable settlement. Its effectiveness in the Iranian context stems from its alignment with traditional principles of negotiation and reconciliation. Unlike a judge or arbitrator, the mediator does not impose a binding decision but facilitates dialogue to uncover underlying interests. A successfully mediated settlement can be formalized into a binding mutual agreement, which is enforceable through the courts.
The grounds for challenging a domestic arbitral award in Iran are limited and narrowly construed, reflecting the principle of finality in arbitration. As outlined in the Iranian International Commercial Arbitration Act (based on the UNCITRAL Model Law), challenges are typically restricted to procedural defects, such as: invalidity of the arbitration agreement, lack of proper notice to a party, the tribunal exceeding its authority, or the award conflicting with the public policy of Iran. It is crucial to understand that an appeal on the merits of the case is generally not permitted. JavanLex role is to guide the arbitration process to minimize these risks and to robustly defend or challenge an award based on these strict legal parameters.
AI is transforming arbitration by enhancing efficiency in legal research, document review, and predictive analytics. However, its use requires careful management of significant risks related to data confidentiality, algorithmic bias, and the verification of outputs to ensure the integrity of the process and the final award. JavanLex advises on the strategic, ethical, and compliant use of these emerging tools to enhance efficiency while safeguarding the integrity of the arbitral process.
A well-drafted international contract is a strong risk-management tool. Beyond standard terms like scope of work and price, critical elements include: a precise Governing Law clause, a clear Dispute Resolution mechanism, detailed Payment Terms and Methods, the Currency addressing exchange risk, comprehensive Intellectual Property protection, a carefully defined Force Majeure clause, Breach of Contract Remedies, and Termination triggers and consequences. Each clause must be drafted with an understanding of the cross-border context and the legal systems involved.
Mitigating payment risk requires a multi-layered approach. Key strategies include: conducting thorough due diligence on your counterpart, structuring payments in milestones, utilizing secure instruments like Letters of Credit (L/Cs), and employing escrow arrangements.
Complexity increases for transactions involving countries with sanctions. Navigating international financial restrictions is a critical additional layer. JavanLex assist you to draft precise payment clauses and advise on practical financial channels to secure your cash flow.
A Force Majeure clause is vital as it allocates risk for unforeseen events beyond the parties' control. In the Iranian context, which has experienced sanctions and tensions, a standard clause may be insufficient. The clause must precisely define triggering events—potentially including specific trade embargoes or financial restrictions—and clearly outline the obligations and remedies, such as suspension of performance or termination. A well-drafted, Iran-specific clause provides certainty and prevents disputes during crises. JavanLex as an international trade law and Iranian local law expert, assist you tailoring a Force Majeure clause for doing business with an Iranian partner with.
Protecting your confidential information and IP is important. The contract must contain a robust Confidentiality Clause (NDA) that survives termination, defines what constitutes confidential information, and outlines clear consequences for breaches. For IP, clauses must explicitly state that pre-existing IP remains the property of each party, and meticulously define the ownership (whether joint or individual) of any newly developed IP. Book a consultation with JavanLex for drafting the relevant contracts.
Generic templates are a significant legal and financial risk. They often fail to address jurisdiction-specific issues, such as Iran's mandatory protection for commercial agents, unique regulatory requirements, or the complexities of cross-border enforcement. A template may contain ambiguous terms, lack essential clauses, or be unenforceable in one of the relevant jurisdictions, leaving your business exposed. Tailored drafting is not an expense but a critical investment in risk prevention.
Parties often focus on core commercial terms but neglect crucial protective clauses. These frequently overlooked elements include:
- Entire Agreement Clause: Prevents prior discussions from altering the contract.
- No-Waiver Clause: Ensures that failing to enforce a right once doesn't mean giving up that right later.
- Severability Clause: Allows the rest of the contract to stand if one part is found invalid.
- Costs and Expenses: Specifies which party bears legal and other costs, beyond just the main payment.
- Compliance and Anti-Corruption Clauses: Essential for adhering to international laws like the UK Bribery Act.
A signed contract is the beginning, not the end. Proactive contract management is essential for maximizing value and minimizing disputes. This involves: maintaining organized records, monitoring key deadlines and payment milestones, formally documenting any agreed-upon variations or amendments, and tracking compliance with covenants. Effective management provides an early warning system for potential issues, allowing for timely intervention and preserving your legal rights throughout the contract's lifecycle.
