A feedback clause generally gives the recipient of feedback ownership or license rights to ideas, know-how, improvements, or suggestions that the recipient might receive from another party. Feedback clauses are typically found in agreements where one party is evaluating or testing the products or services of another party and providing input—such as evaluation or beta agreements, collaboration agreements, and sometimes non-disclosure agreements. The purpose of a feedback clause is to protect the recipient of feedback from later claims by the discloser that the recipient used intellectual property (IP) of the discloser to develop, modify or improve its services or products.
A typical feedback clause will include a nonexclusive, perpetual, irrevocable, worldwide, royalty-free license for the benefit of the recipient of feedback to use any suggestions, modifications, improvements, or ideas provided by the discloser. The feedback is usually provided on a voluntary basis, without any representations or warranties from the discloser.