Can a product's appearance influence a purchasing decision? Yes. Industrial design not only makes a product more appealing—it can also convey quality, innovation, trust, and differentiation from other similar products.
A recent report from the European Union Intellectual Property Office (EUIPO) confirms this idea with relevant data. Seventy-two percent of European consumers consider product design to be important when deciding what to buy, and nearly three out of four are willing to pay more for a better-designed product. In Spain, that figure also stands at 73 percent.
But the report allows us to take it a step further. If industrial design influences consumer choice, it also becomes an asset that is particularly vulnerable to copying, imitation, and counterfeiting. Therefore, protecting a product’s appearance is not just an aesthetic issue. It is a strategic decision within a company’s industrial property management.
Industrial design protects the configuration or external appearance of a product. That is, its lines, contours, shape, colors, textures, materials, ornamentation, or a combination of these elements.
It does not protect an abstract idea or a technical solution in and of itself. Other forms of protection, such as patents or utility models, exist for that purpose. An industrial design protects the specific way in which a product is visually presented on the market.
This can be applied to a wide variety of products: furniture, containers, handbags, jewelry, clothing, electronic devices, industrial parts, lighting, toys, packaging, and everyday consumer goods.
In markets where many products offer similar features, appearance can be a deciding factor. Recognizable packaging, a distinctive shape, or a consistent visual style can help consumers identify, remember, and prefer one product over others.
This point is particularly relevant in the digital environment. Purchasing decisions are increasingly made on marketplaces, social media, and e-commerce platforms, where the product’s image carries a great deal of weight before the consumer can physically touch, try, or compare it.
Counterfeiting does not always involve copying a brand or reproducing a logo. In many cases, it is the product's appearance that is imitated.
A counterfeit product may replicate the shape of a handbag, the design of a piece of jewelry, the style of a sneaker, the silhouette of a lamp, or the overall appearance of a package. Sometimes it will also feature another brand’s logo. Other times, it will attempt to visually resemble the original product without exactly copying its distinctive mark.
That is where the protection of industrial designs takes on obvious practical value.
A trademark protects the sign that identifies the source of a business: a name, a logo, a graphic combination, or, in certain cases, a distinctive shape. Industrial design, on the other hand, protects the external appearance of a product. These two forms of protection can be complementary, and in industries prone to copying, it is advisable to analyze them in a coordinated manner.
For example, in fashion, jewelry, watches, furniture, accessories, electronics, or packaging, consumers often recognize a product by its appearance rather than by other factors. If that appearance is copied, the damage can go beyond a lost sale. It can affect the company’s reputation, create confusion in the market, and undermine the investment made in creativity, development, and communication.
In principle, the more recognizable an industrial design is, the more value it can generate. But it may also be more attractive to those seeking to capitalize on that value without bearing the costs of design, manufacturing, quality, or branding.
The EUIPO report notes that sectors where design plays a key role are particularly vulnerable to counterfeiting. In the European Union, estimated annual losses amount to 12 billion euros in the textile and apparel sector and 2.7 billion euros in the handbag and jewelry sectors. In Spain alone, counterfeiting causes losses of more than 1.2 billion euros in these sectors.
E-commerce has exacerbated this risk. A counterfeit industrial design can appear on a marketplace, circulate on social media, be promoted through targeted ads, or reach consumers through international channels in a very short time.
This poses an additional challenge for companies. By the time the infringement is detected, the counterfeit product may already have been distributed across various platforms or territories. In such a scenario, having a registered design can facilitate enforcement, as it makes it easier to establish more clearly which appearance was protected, starting when, and within which territorial scope.
Counterfeiting is often associated with large companies, but small and medium-sized enterprises are also particularly vulnerable to the copying of industrial designs.
Many small and medium-sized enterprises base their differentiation on a few products or a unique appearance that is an essential part of their competitive advantage. When a third party copies those designs and sells them at a lower price, the consequences can be significant, since SMEs typically have fewer resources to monitor and respond to infringements.
The EUIPO report highlights precisely this gap. Although companies that register industrial property rights tend to show better economic indicators, only about 1% of EU SMEs hold registered design rights.
The figure shows clear room for improvement. Many companies invest in creating attractive products, but they do not always include industrial design protection in their planning. And, in many cases, the problem arises when the product has already become successful and copies begin to appear.
Protecting an industrial design should start with a simple question: What visual elements make this product recognizable or unique?
From there, it is important to identify which products, packaging, collections, components, or decorative elements have actual or potential commercial value. Not all designs need to be registered, but those that involve significant investment, offer differentiation, or have market potential deserve specific evaluation.
It is also advisable to keep documentation of the creative process: sketches, drafts, renderings, briefs, design decisions, creation dates, and contracts with external designers. This documentation can be useful in the event of a dispute, especially if you need to defend the validity of the design or prove ownership.
Finally, protection must go hand in hand with monitoring. Detecting counterfeit products, imitations, or copies of industrial designs on marketplaces, at trade shows, on social media, or through distribution channels allows us to respond sooner and minimize the impact.
In some disputes, the copying of a product can be analyzed from different legal perspectives.
If a sign identical or similar to a registered trademark is used, a trademark infringement may occur. If the appearance protected by a registered design is reproduced, an industrial design infringement may arise. And, in certain cases, it may also be assessed whether unfair competition exists, especially when the imitation causes confusion, takes unfair advantage of another’s reputation, or distorts market behavior.
For this reason, protection against counterfeits and counterfeit products rarely relies on a single approach. The most effective strategy is usually to develop a combined approach.
The EUIPO report confirms that industrial design influences consumer choice and contributes to the competitiveness of European companies. But that very value also makes it a target for counterfeiting and copying.
For companies, registering an industrial design should not be viewed as a defensive measure reserved for when a dispute arises. It is a strategic decision that protects the investment made in creativity, development, market positioning, and reputation.
Manolo Mínguez, Senior Associate – Director of the Elzaburu Office in Valencia
In the audiovisual sector, creativity is often front and center. This makes sense: a movie, a TV series, an animated film, or an immersive experience all stem from an idea, a story, and a specific way of telling it. But increasingly, technological development also plays a role behind the scenes of that creativity.
Rendering engines, virtual production systems, digital restoration tools, post-production process automation, volumetric capture solutions, and algorithms applied to image and sound are now part of the day-to-day operations of many audiovisual companies. And this raises an important question: Can such technological innovation qualify for favorable tax treatment?
The answer is yes, provided certain requirements are met. Tax deductions for research, development, and technological innovation (R&D&I) can be a very useful tool for production companies, animation studios, post-production companies, video game developers, and companies working on new audiovisual formats.
That said, it is important to start with a basic premise: audiovisual works are not subsidized simply because they are creative, but rather because of the genuine technological effort behind certain projects.
The value of a company in the audiovisual sector may also lie in its intangible assets and its own technical capabilities.
As a result, proprietary rendering software, a more efficient cloud-based workflow, a digital restoration tool, or a volumetric capture system can become strategic assets. Not only do they enable companies to work more effectively and differentiate themselves from the competition, but they also help strengthen the company’s position with investors, technology partners, and financial institutions.
In this context, taxation is no longer purely an administrative matter. When managed effectively, it can help free up resources to reinvest in talent, technology, and new projects.
Article 35 of the Corporate Income Tax Law provides for tax deductions for research and development (R&D) activities and for technological innovation (TI).
In general, R&D activities may qualify for a 25% tax deduction on eligible expenses, a percentage that may be increased under certain circumstances. Technological innovation, meanwhile, qualifies for a 12% tax deduction on expenses that meet the established requirements.
The difference between these two categories is significant. R&D is typically associated with projects involving a higher degree of scientific or technological novelty, whereas technological innovation refers to substantial advances or improvements in products or processes.
In the audiovisual sector, there may be many projects with the potential to generate tax deductions. Some examples include:
The key is to analyze each case individually. Not all digitization qualifies as R&D&I. Nor does every internal improvement or software update. The regulation excludes routine activities, ordinary maintenance, minor adjustments, standard quality control, or simply putting a product into production.
That is why, in an audiovisual project, the question should not be merely “Have we used technology?” but rather “Have we solved a real technological problem that leads to real progress for the company or, as the case may be, for the state of the art?”
One of the lesser-known aspects of these deductions is that the project does not necessarily have to be successful in order to qualify for the deduction.
What matters is that there is technical or technological uncertainty and that the company can demonstrate the work it has done to try to resolve it. In other words, the incentive is for innovative efforts that can be documented, not just the commercial outcome.
Documentation is essential; it is not enough simply to claim that a new solution has been developed. It is necessary to explain what the starting point was, what limitations existed, what technical objective was pursued, what activities were carried out, what novelty was achieved, and what uncertainty was overcome. The certification criteria specifically emphasize demonstrating novelty, technical advancement, the causal relationship between activities and results, and the distinction from routine or non-qualifying tasks.
The basis for the deduction may include costs directly related to the R&D&I project and actually incurred in its implementation.
These may include expenses for technical staff, external consultants, certain materials or supplies, depreciation, and services specifically contracted for the project's development.
To strengthen legal certainty, many companies choose to have their projects certified by an ENAC-accredited entity and then request a Binding Reasoned Report from the Ministry of Science, Innovation, and Universities.
This report is not always required, but it can be particularly useful because it involves the tax authorities in the scientific and technological assessment of the activities carried out.
Tax deductions for R&D&I may be compatible with other forms of public support and business financing. This allows the deduction to be integrated into a broader financial strategy. For an audiovisual company, this can mean having more leeway to reinvest in talent, technology, and new projects, and to support its own technological developments with less reliance on external financing.
Incorporating tax strategy into project design can make a difference in terms of feasibility and innovation capacity, especially as international competition intensifies and production costs become more challenging.
The transformation of the audiovisual industry is moving quickly. Artificial intelligence, virtual production, automation, immersive experiences, new interactive formats, and increasingly sophisticated post-production tools are changing the way content is created and distributed.
In this context, many companies may be generating innovation without recognizing it as such. And if it is not properly documented from the outset, a significant portion of the tax incentive may be lost.
Reviewing technology projects, organizing documentation, and analyzing which developments can be classified as R&D or technological innovation makes it possible to turn innovation into a real funding tool.
For production companies, studios, and technology firms in the audiovisual sector, R&D&I tax credits are not just a tax benefit. They are a way to recognize and support the technical efforts that make many of the solutions we see on screen today possible.
At ELZABURU, we work with innovative companies to identify, document, and advocate for their R&D&I projects, helping them integrate these incentives into a solid strategy for financing innovation.
Ignacio Alonso, Head of Innovation Financing at ELZABURU
Yes, but not simply because it is an audiovisual work. The deduction is linked to the technological development associated with the project, such as new technical processes or substantial improvements in tools.
R&D typically involves a completely new scientific or technological development. Technological innovation, on the other hand, can refer to substantial advances or improvements in existing technologies or processes. The classification depends on the technical content of the project.
Not necessarily. What matters is that there is a genuine technological uncertainty, that efforts have been made to resolve it, and that the entire process is properly documented.
Production companies, animation studios, post-production companies, video game developers, virtual production companies, or companies that create their own technological tools for video, audio, or interactive content may explore the application of these tax deductions.
Because technical and financial documentation is key. If the project is structured correctly from the start, it will be easier to justify the deduction, distinguish routine tasks from innovative activities, and reduce tax risks.
What happens when a stadium hosting a World Cup match is named after a brand that does not officially sponsor the competition?
The controversy surrounding some of the stadiums for the 2026 World Cup clearly reflects this tension, as many sports venues are typically identified by logos associated with major brands.
Behind this situation lie so-called naming rights agreements, through which a company acquires the right to associate its brand with the name of a stadium for a specific period of time in exchange for financial compensation. These contracts are a major source of revenue for stadium owners and, at the same time, a powerful branding tool for sponsoring companies, which aim to ensure that the public immediately associates the stadium with their brand.
In the recent competition, the event organizers required that the use of those brands be omitted and that neutral terms be used instead.
This establishes a framework in which industrial property rights, existing naming rights agreements, the 2026 World Cup sponsorship program, and the international broadcasts of a global sporting event coexist.
The organization is requiring the stadiums selected to host the matches to change their names to prevent brands that are not sponsors of the event from appearing to be officially associated with the tournament.
The World Cup has a sponsorship program based on the granting of exclusive rights for commercial exploitation of certain categories of products and services. This exclusivity is one of the main assets of sports sponsorship, since those who become official sponsors seek not only to gain visibility during the event but also to prevent competitors or third parties from benefiting from its media exposure without having borne the cost of that investment.
For this reason, organizers enforce “clean site” policies. Under these guidelines, areas associated with the competition must be free of logos and advertising elements not included in the official sponsorship program. This requirement may apply to indoor advertising, signage, building facades, advertising displays visible from the stands, press areas, and, in some cases, the stadium’s name itself.
The goal is not to permanently remove the commercial branding or to question the validity of the naming rights agreements, but rather to temporarily suspend their visibility while the stadium is integrated into the tournament’s official environment. This preserves the commercial exclusivity agreed upon with the official sponsors and prevents third parties from gaining an indirect association with the competition.
The connection lies in the coexistence of different trademark rights and in the use of distinctive signs at an event subject to a regime of commercial exclusivity.
Industrial property rights protect trademarks, trade names, and distinctive signs that identify the commercial origin of products or services. At a World Cup, the official trademarks of the competition, the trademarks of authorized sponsors, licensing rights, and naming rights agreements that commercially identify the stadiums all come together.
A conflict arises when a brand that is not part of the group of official sponsors gains visibility within the event’s perimeter. This exposure takes on special value due to the international distribution of broadcasts, photographs, and informational and digital content related to the tournament, which can lead the public to perceive a commercial connection with the competition.
However, this presence does not generally constitute unauthorized use of the trademark, but rather the legitimate exercise of a naming rights agreement previously entered into with the venue’s owner or operator. The challenge lies in reconciling that contract with the obligations assumed by the venue toward the organizer and with the exclusive rights granted to official sponsors.
From a branding perspective, naming rights agreements aim to establish a stable association between a brand and a sports venue. This continuity helps the public spontaneously associate the stadium with the sponsoring brand and is one of the main factors that justify the investment made.
Therefore, successive name changes or the temporary use of neutral names during major competitions do not weaken the trademark in a legal sense nor do they affect the validity of trademark rights; however, they may reduce the effectiveness of the distinctive and promotional functions that these agreements seek to achieve, by making it more difficult for consumers to maintain an immediate and stable association between the stadium and the sponsoring brand.
The case of Atlanta shows that “clean site” policies can run into practical limits.
Mercedes-Benz Stadium, the home of the Atlanta Falcons and Atlanta United, is one of the most telling examples. During the World Cup, it has been referred to as Atlanta Stadium, following a practice already implemented during Euro 2024, when stadiums such as the Allianz Arena were temporarily renamed the Munich Football Arena.
However, the Mercedes-Benz emblem integrated into the roof of the venue poses an additional challenge. Since it is part of the structural design of the retractable roof, removing or covering it is not comparable to removing a conventional advertising sign, as it could compromise the integrity of the structure or incur disproportionate costs.
This scenario illustrates that the requirements stemming from the “clean site” policy reach their limit when the brand is an inseparable part of the stadium’s infrastructure itself.
The solution, therefore, has not been to remove the distinctive mark, but rather to adopt balanced solutions through negotiation between the parties: retaining the architectural element, limiting its visibility in broadcasts, and avoiding any additional use that might suggest a commercial association with the competition
Intellectual property isn't just at stake in the stadium—it's also at stake in the digital realm.
The use of terms such as FIFA, World Cup, Copa Mundial, or other official names of the tournament may pose risks when used for commercial purposes. A company may report on, comment on, or make descriptive references to the event within certain limits. Although companies may report on, comment on, or make purely descriptive references to the event, the problem arises when those signs are used to promote products or services, attract traffic, or suggest an official connection to the competition that does not actually exist.
For this reason, companies that are not part of the official sponsorship program should exercise extreme caution in their campaigns during the World Cup.
The risk is not limited to the use of official logos; it may also arise from the use of phrases, colors, symbols, images of the trophy, references to host cities, or combinations of elements that, when considered together, are likely to convey to consumers a commercial association with the tournament.
Ultimately, the legal risk does not depend solely on the use of a registered trademark, but rather on whether the campaign as a whole could mislead the public into believing that there is a commercial relationship, sponsorship, or authorization by the World Cup organizing committee.
The controversy surrounding the 2026 World Cup stadiums demonstrates that intellectual property requires the coordination of interests that, while legitimate, may conflict: naming rights contracts, the rights of official sponsors, and the commercial rules imposed by the organizers of major sporting events.
This scenario highlights that brand management at major sporting events requires striking a balance between equally legitimate commercial rights. Organizers must preserve the exclusivity acquired by their official sponsors, while stadium owners and sponsors linked through naming rights agreements must be able to protect the economic value and identity built around their brands.
In this context, naming rights agreements must address potential conflicts from the outset, including the hosting of major international competitions, temporary name changes, and limitations arising from “clean site” policies. The key is not to eliminate certain rights in favor of others, but rather to establish contractual mechanisms that allow them to coexist and prevent either party from having the commercial value of its brand unjustifiably compromised. The key is to plan ahead. Reviewing contracts, identifying potential risks, and defining a clear brand usage strategy helps prevent conflicts and ensures a balanced coexistence among all the rights involved in an environment of maximum public exposure.
Alba María López
Associate Partner in the Legal, Business, and Contracts Department at Elzaburu
Tax deductions for R&D&I are one of the main incentives for research and development (R&D) and technological innovation (TI) in Spain. However, many companies find it difficult to determine whether their projects should be classified as R&D or as technological innovation.
Classification as R&D or IT is not merely a technical distinction; rather, it has a direct impact on the applicable corporate income tax deduction rate. Therefore, correctly classifying a project is essential for maximizing the available tax incentives.
In this article, we explain the difference between research and development and technological innovation, the role that the state of the art plays in this assessment, and how this classification affects R&D&I tax deductions.
Research and development projects aim to generate new knowledge or technological advancements that represent a breakthrough or significant advance over the current state of the art worldwide.
This type of project is characterized by two key features:
In other words, these are initiatives for which there is no known or obvious solution at the time the project begins, so the company must develop new technical solutions not available on the market, representing an objective innovation.
This disruptive nature is what justifies tax regulations establishing higher deduction rates for R&D projects as part of tax incentives for innovation.
Technological innovation (TI), for its part, does not necessarily involve the creation of entirely new technology.
In these cases, the projects aim to introduce substantial improvements to the company’s existing products or processes, resulting in significant technical progress for the company, even though the technologies used may already exist on the market or within the industry; hence, they represent a subjective innovation.
Therefore, technological innovation is characterized by:
From a tax perspective, these projects may also qualify for R&D&I tax credits, although the credit rates differ from those for research and development.
One of the key factors in determining whether a project falls under R&D or IT is a review of the state of the art.
A state-of-the-art analysis involves studying the existing technical knowledge in a given field before beginning a project. Its purpose is to identify:
Based on this analysis, it is possible to determine whether the project:
Consequently, the state of the art becomes a key tool for technically justifying the nature of the project and its eligibility for R&D&I tax credits.
A common question among companies is whether the failure of a project prevents them from claiming tax deductions for R&D&I.
The answer is clear: not necessarily.
What matters in determining whether a project qualifies as research and development or technological innovation is not the final result, but the process of seeking real technical progress.
To this end, in order to defend the project's rating regardless of the final outcome, it is imperative that the company be able to demonstrate:
Therefore, even when a project does not achieve the expected results, it may still be considered R&D or technological innovation if the development effort undertaken is adequately demonstrated.
Correctly determining whether a project is R&D or technological innovation (TI) is key because this classification directly affects the applicable tax deduction percentage.
Under the R&D&I tax deduction framework, Spanish regulations establish different incentives depending on the nature of the project.
Technological innovation projects are eligible for a tax deduction of: 12% on expenses incurred during the tax year in mainland Spain, 15% in provincial tax zones, and 45% in the Canary Islands.
Research and development projects are eligible for higher tax incentives:
In common territory:
In the case of autonomous regions, the deduction rates range from 30 to 50 percent of eligible expenses, and in the Canary Islands , from 45 to 75.6 percent.
This spread reflects the higher technological risk and greater degree of uncertainty associated with research and development.
To correctly claim tax deductions for R&D&I, companies must pay special attention to several aspects:
Proper classification and documentation help reduce tax risks and optimize the use of innovation incentives available under the Spanish tax system.
Research and development aims to generate entirely new technologies or knowledge, while technological innovation (TI) introduces substantial improvements to existing technologies or processes.
Yes. The success of the project does not determine whether it qualifies as R&D or technological innovation. What matters is demonstrating the actual technical development effort and the existence of a technological challenge.
Tax deductions for R&D&I represent a significant opportunity for companies to finance their research, development, and technological innovation activities. However, to take full advantage of these incentives, it is essential to correctly classify projects and adequately document their technical content.
At ELZABURU, we assist companies and organizations in identifying, structuring, and justifying R&D&I projects, helping them maximize available tax incentives and integrate innovation into their growth strategy.
José Miguel Sanabria, Consultant in the Legal and Innovation Financing Department at ELZABURU
In a startup, a very significant portion of the project’s value is often concentrated in its intangible assets. Software, developed technology, algorithms, databases, interfaces, the brand, designs, digital content, and internal know-how frequently constitute the main foundation of the business, determine its scalability, and play a central role in any investment, financing, or transfer process. The more clearly defined its legal status is, the stronger the project will be, and the better positioned the company will be to exploit, defend, and maximize the value of those assets.
From this perspective, the shareholders’ agreement plays an essential role. In addition to governing the relationship among founders, decision-making, and exit mechanisms, this document sets forth how intangible assets are incorporated into the project, who should hold ownership of them, how they are protected, and what happens to them in situations that are particularly critical to the startup’s survival. When these issues are properly resolved from the outset, the project’s legal certainty is strengthened, the risk of conflict among partners is reduced, and it becomes easier to attract third parties interested in financing or acquiring the company.
For this reason, in startups whose value depends, in whole or in part, on intellectual or industrial property assets, it is advisable for the shareholders’ agreement to include certain specific provisions. Among these, there are five clauses that are particularly relevant.
One of the first issues that should be resolved is which pre-existing intangible assets each partner contributes to the project and under what terms the company may use or exploit them. In practice, it is common for one or more founders to have previously developed software, prototypes, designs, trademarks, technical documentation, content, or databases that ultimately become part of the startup’s operations. If these assets are to underpin the business, the partners’ agreement should acknowledge this fact and provide for the obligation to properly formalize their assignment, licensing, or transfer to the company, with the necessary precision regarding their purpose and scope. The absence of such a provision may leave the company exploiting an essential asset without a sufficiently clear legal title, which weakens its position, complicates investment processes, and may allow the founding partner to impose conditions on or dispute its future use.
When the project involves industrial property rights eligible for registration—particularly trademarks, designs, or patents—the shareholders’ agreement should expressly provide for the obligation to take the necessary steps to ensure that the registered ownership is correctly reflected in the company’s name, provided that this is the agreed-upon legal structure for the project’s operation. This issue has immediate practical relevance, as investors, lenders, potential acquirers, or strategic partners typically scrutinize the registration status of the assets that underpin the business. If the startup exploits a trademark, design, or patent whose registered ownership is in the name of a partner or a third party, a discrepancy arises between the economic reality of the project and its formal legal basis. This situation can affect the asset’s soundness, increase the perceived risk during due diligence, and hinder investment, financing, or transfer transactions.
In many startups, a very valuable part of the project lies in the technical, commercial, or organizational knowledge generated and accumulated internally. Procedures, functional architecture, development methodologies, strategic information, product plans, operational parameters, customer information, or internal operating criteria can have considerable competitive value and, in certain cases, meet the requirements for protection as a trade secret.
For this reason, it is particularly advisable for the shareholders’ agreement to include a specific clause aimed at strengthening the protection of this information—not only through clear confidentiality obligations and restrictions on access and use, but also by providing for the implementation of internal measures to protect trade secrets that allow the startup to identify, organize, and preserve its strategic information. Failure to include such a provision poses a significant risk to the company, as the uncontrolled circulation of critical knowledge among partners, former partners, or collaborators can compromise its confidentiality, undermine its exclusive use, and hinder its subsequent protection.
The departure of a partner is one of the most sensitive situations a startup can face, especially when that partner has played a significant role in the development of the technology, content, or other distinctive elements of the project. For this reason, the partnership agreement should expressly provide that the intangible assets incorporated into the business, as well as the exploitation rights necessary for its continuity, remain within the company in accordance with the previously agreed-upon ownership or assignment terms. It is also advisable to clearly regulate the restrictions applicable to the departing partner regarding the use, reuse, or exploitation of developments already integrated into the business project. The omission of this clause may give rise to claims regarding software, interfaces, creative materials, or technical solutions developed during the project’s lifespan, with a consequent impact on the company’s operational continuity and its ability to close corporate transactions at particularly sensitive times.
From the early stages, many startups turn to freelance developers, design studios, agencies, technology consultants, or other external partners to advance the product’s development or the project’s visual and functional identity. Precisely for this reason, the partnership agreement should expressly provide that any development commissioned by the company must be accompanied by the corresponding assignment or transfer of intellectual or industrial property rights to the startup, on terms appropriate to the nature and scope of the commission.
The absence of such provisions often results in significant weaknesses in the project’s rights chain. Contracts with third parties are frequently documented incompletely or contain insufficient clauses, with the result that assets essential to the product fall outside the company’s legal scope.
Including these five clauses ensures a solid alignment between the project’s economic value and its legal structure, providing clarity on the ownership and operation of the assets that underpin the business, reducing contingencies in investment or due diligence processes, and helping to prevent conflicts among partners regarding some of the startup’s most valuable assets. When the project is based on technology, a brand, design, or proprietary knowledge, the partners’ agreement should reflect this reality with the same rigor with which it regulates the capital structure, decision-making, or exit mechanisms, since the proper management of intellectual and industrial property is essential to protect the business, facilitate its financing, and ensure the legally sound exploitation of its intangible assets.
Santiago Chamochín, Attorney in the Legal, Business, and Contracts Department at ELZABURU
The General Treasury of Social Security recently published the RED Newsletter 07/2026, which includes important clarifications regarding the application of Social Security contribution rebates for research personnel.
The specific rules governing these rebates are set forth in Royal Decree 475/2014, dated June 13, on rebates on Social Security contributions for research personnel. Subsequently, Royal Decree-Law 1/2023, dated January 10, introduced significant changes to that system and established a new framework applicable to employment incentives.
The new bulletin maintains the general framework of the incentive and provides greater operational clarity on how these situations should be identified within the General Treasury of Social Security’s registration system. In practice, this clarification enhances certainty in the application of the rebate by specifying how certain data must be reported to avoid procedural issues.
The General Treasury of Social Security reminds users that registration situations to which the tax credit applies must be identified using the code 9916 in the “Special Employment Relationship” field. Furthermore, this code must be linked to certain types of contracts in the General Treasury of Social Security, even when the code does not exactly match the contract formalized and reported to the State Public Employment Service. This clarification is particularly important, as the bulletin establishes a correspondence between the contract codes reported to the State Public Employment Service and the codes that must be entered in the General Treasury of Social Security in order to correctly apply the measure. In this way, the General Treasury of Social Security specifies which code must be used for the purposes of the tax credit when the code reported to the State Public Employment Service is different.
Another key issue addressed in the bulletin is the possibility of applying the tax credit retroactively to employees who are already registered with the company, even if the tax credits were not yet applicable during the initial registration period. In these cases, the employee must initially be registered without a “Special Employment Relationship.” When the tax credit becomes applicable, the employee’s registration from the previous period must be canceled, and a new registration must be processed with the code 9916.
Therefore, the bulletin confirms an important operational guideline: there may be an initial registration period without a subsidy and without a Special Employment Relationship, and subsequently, once the requirements for applying the incentive are met, the subsidized status may begin through a new registration under Special Employment Relationship 9916.
This clarification is particularly useful in cases where, following the amendment introduced by Royal Decree-Law 1/2023, the tax credit for certain workers has not yet been initiated because it was not applied at the time of their initial registration. To the extent that these workers currently meet the required criteria, the form allows the situation to be rectified by deregistering them from the “Special Employment Relationship” period and re-registering them under Special Employment Relationship code 9916.
The bulletin also regulates the use of code 9938, identified as “Research, Development, and Innovation Personnel—Non-Incentivized.” This code must be used when, during a period of employment in which the incentivized status had already been initiated using code 9916, there is a period during which the incentive does not apply. Consequently, code 9938 allows for the identification of non-subsidized periods once the employee has already been correctly enrolled in the subsidized research staff program.
In summary, this update provides greater certainty in the administrative management of these tax credits, particularly in five areas:
For companies carrying out R&D&I projects, these clarifications represent an opportunity to review both the situations currently eligible for the tax credit and those research employees who, although already on the payroll, may now meet the requirements to qualify for the incentive. It is also advisable to verify whether there are employees who meet the required conditions but are not yet included in the tax credit program.
This update enhances the reliability of the incentive program and allows for a more precise review to ensure that registrations, changes, and eligible periods are correctly reported to the General Treasury of the Social Security System. Conducting a preliminary review of the employment, technical, and documentation status streamlines this process, reduces risks in reporting, and helps ensure the incentive is utilized with greater certainty. In a context where investment in innovation requires planning and oversight, proper management of these rebates can help optimize costs and strengthen the company’s strategy for funding its research activities.
José Miguel Sanabria, Consultant in the Legal andInnovation Financing Department at Elzaburu
CONTEXT
Virtual Cable is a Spanish technology company specializing in the development of secure solutions for the digital transformation of the workplace. Through its proprietary platform, UDS Enterprise, the company develops virtual desktop infrastructure (VDI) solutions that are fully tailored to the needs of each user.
Its commitment to customization, flexibility, and constant adaptation to new technological environments has led the company to maintain a strong focus on innovation. Through the evolution of UDS Enterprise, Virtual Cable has incorporated developments related to desktop virtualization, integration with cloud, hybrid, and multicloud environments, compatibility with new service providers, improved connectivity protocols, multi-factor authentication, advanced security mechanisms, and optimizations in performance, scalability, and user experience. All of this has enabled the platform to continue adapting to increasingly complex infrastructures and the specific needs of different user profiles.
It was precisely this recurring pattern of technological evolution in its platform—supported by functional, architectural, and security developments that went beyond routine software maintenance—that made it necessary to analyze which part of that activity could qualify for tax incentives linked to technological innovation.
TECHNICAL APPROACH
The project began with several sessions with Virtual Cable's technical and management teams to understand the technological developments that were taking place internally.
From there, a comprehensive technical and tax analysis was conducted of the various projects and updates developed by the company, with the aim of identifying which developments were eligible for the tax incentives provided for R&D&I projects, distinguishing them from routine tasks such as maintenance, support, correction, or minor software modifications.
One of the key issues was determining whether these developments should be approached as R&D projects or as technological innovation. After reviewing the scope of the work and the degree of improvement incorporated, it was determined that the most appropriate approach was to structure them as technological innovation projects.
Based on that assessment, the economic analysis began: identifying which costs were associated with the projects and could form part of the basis for the deduction. To do so, it was necessary to work in coordination with the company’s technical and financial teams, reviewing the personnel involved, their time commitments, external collaborations, and other expenses necessary for the execution of the projects.
Based on all this information, the technical and economic framework necessary for Virtual Cable to claim, for its corporate income tax, the tax deductions corresponding to its technological innovation activities was established; the regulations and application of these deductions are set forth in Article 35.2 of the Corporate Income Tax Law.
At the same time, work was also carried out to certify Virtual Cable as an innovative company based on the AENOR EA0047 specification, which stipulates that certain indicators must be met across the areas of human resources, economic and financial resources, innovation methods, organization of process results, and job creation in R&D&I. In Virtual Cable’s case, this recognition allows the company to institutionally reinforce its innovative nature and ensure consistency in the incentive strategy linked to its ongoing technological activities.
RESULT
As a result of the project, Virtual Cable was able to claim tax deductions equal to 12% of the expenses classified as technological innovation, in accordance with the provisions for this type of activity set forth in the Corporate Income Tax Law, thereby optimizing the resources invested in the development and ongoing improvement of its platform.
Obtaining this certification also served as official recognition of Virtual Cable’s capacity for innovation and the technological work the company has been carrying out continuously for years, strengthening its position within the national innovation ecosystem and facilitating better coordination of the various public instruments that support R&D&I.
In addition, the project enabled the company to establish an internal methodology for identifying, documenting, and structuring future technological developments from both a technical and economic perspective. As a result, the company was able not only to optimize the tax treatment of the investment already made but also to lay the groundwork for managing its future innovation initiatives in a more systematic manner.
José Miguel Sanabria, R&D&I Consultant
José Miguel Sanabria, a consultant in ELZABURU's Innovation Financing division, has led the project to analyze and structure the tax incentives implemented by Virtual Cable.
Specializing in innovation financing, José Miguel regularly participates in projects related to the identification, analysis, and technical defense of innovative developments, assisting companies both in applying for tax deductions and in obtaining certifications and accreditations related to innovation.
CONTEXT
The Comité Interprofessionnel du Vin de Champagne (CIVC), the organization responsible for protecting the Champagne protected designation of origin (PDO), detected the use of the term “Champanillo” to identify a chain of tapas bars in Catalonia, as well as its use in domain names, social media, and promotional materials.
In the European Union, PDOs are subject to a specific protection regime at the Union level, as set forth in Regulation (EU) No. 1308/2013, which ensures their protection against misuse in all Member States.
The main legal challenge in this case stemmed from the fact that the products in question were not comparable to Champagne, but rather restaurant services, which raised a key question: Can there be an infringement of a PDO when the sign is used for services rather than products?
LEGAL PERSPECTIVE
The argument in this case was based on a central idea: the protection of designations of origin is not limited to identical or similar products, but must extend to those uses that evoke a certain association in the consumer’s mind.
If the use of the “Champanillo” trademark led the average consumer to think directly of Champagne, protection should be granted, regardless of whether it was used to identify tapas bars rather than sparkling wines.
Furthermore, that association in the consumer’s mind also constituted an improper exploitation of the reputation associated with the Champagne designation of origin: the mark benefited from the prestige, recognition, and value built up by the PDO.
This approach required going beyond traditional analysis and relying on the European framework (EU Regulation 1308/2013). Consequently, the case led to a preliminary ruling requested by the Provincial Court of Barcelona before the Court of Justice of the European Union, which proved decisive in clarifying and defining the limits of protection for designations of origin.
CASE DEVELOPMENT
The process spanned nearly a decade and went through several stages before this shift in approach was finalized.
Following an initial unfavorable ruling at the trial court level, the Provincial Court of Barcelona referred the matter to the CJEU, shifting the focus of the debate from the similarity between products to the concept of evocation.
Until then, the Court of Justice had interpreted—in various decisions, including the judgments of June 7, 2018, in Case C-44/17, and December 17, 2020, in Case C-490/19—the concept of evocation of a PDO, but it had never specifically ruled on the question of whether the protection afforded by designations of origin extends not only to conduct related to products but also to services.
The CJEU’s response, in its September 9, 2021, judgment (Case C-783/19), was decisive. It confirmed that the protection of appellations of origin also extends to services, provided that the use of the sign creates a sufficiently direct link between the protected appellation and the consumer.
Based on that criterion, the Provincial Court reviewed the case and concluded that the use of “Champanillo” constituted an infringement by association. In reaching this conclusion, the court did not limit itself to a nominal analysis but rather assessed the totality of the circumstances: the clear phonetic and conceptual similarity between the signs, the inclusion of the term “champán” in the disputed sign, its use in contexts related to the consumption of beverages, and, in particular, the unfair exploitation of the reputation associated with Champagne.
RESULT
On April 8, 2026, the Supreme Court upheld in its entirety the ruling issued by the Provincial Court of Barcelona, applying the doctrine established by the Court of Justice of the European Union. This brought the proceedings to a close, thereby consolidating the approach that had been adopted.
In line with the CJEU’s interpretation, the ruling reaffirms that an infringement occurs when the PDO “Champagne” is invoked, even in the absence of identity or similarity between products, and that this protection also extends to services when the use of the sign creates a sufficiently direct association in the mind of the consumer. It also confirms that such uses may constitute an unfair exploitation of the reputation associated with the designation of origin.
In accordance with these principles, the Supreme Court upholds the order to cease use of the “Champanillo” trademark, remove related materials, and cancel the associated digital assets.
Beyond its specific effects, the ruling marks a milestone in the interpretation of the concept of “evocation” of PDOs under Spanish law. The Supreme Court expressly incorporates the CJEU’s criteria and integrates them into national judicial practice, thereby establishing a standard that broadens the scope of protection for designations of origin and strengthens their defense against indirect uses.
This ruling not only provides legal certainty but also sets a clear precedent for future cases by confirming that the protection of PDOs does not depend on the similarity between products, but rather on the sign’s ability to trigger an association with the protected designation in the consumer’s mind.
Carlos Morán, partner in the Legal Department
The case has been led by Carlos Morán, a partner in the Legal Department at ELZABURU, who has advised the Comité Interprofessionnel du Vin de Champagne since the beginning of the proceedings, coordinating the legal strategy throughout all its phases and helping to establish this precedent.
His work in defending the Champagne PDO has been recognized internationally by the Comité Champagne itself, with his appointment as Knight of the Ordre des Coteaux de Champagne, a distinction the Committee awards to legal professionals who have distinguished themselves in the legal protection of this designation of origin at the international level.
Over the years, co-branding has established itself as one of the most widely used marketing strategies among companies. Through this approach, many brands are able to position themselves in the market and gain consumer recognition of their existence.
In this article, we delve into the secrets of co-branding, revealing everything you need to know to launch a product or service with two or more brands that come together to create something unique and groundbreaking. Discover the keys to making the most of this approach that’s revolutionizing the market, and learn the essential factors you should consider before embarking on a successful collaboration.
From a legal perspective, co-branding cannot be viewed solely as a marketing or communications initiative, since behind every collaboration between brands lies a complex web of industrial and intellectual property rights, contractual obligations, and legal risks that should be identified and properly addressed from the outset in order to avoid potential conflicts in the future.
As a starting point, it is essential to understand what co-branding is. It is a temporary strategic alliance in which two or more companies work together and integrate their brands to develop and launch a shared product, service, or campaign. This collaboration is based on creating a joint offering that aligns with the essence of each brand, while each brand retains its own identity. It is not simply a matter of placing two brands side by side, but rather of developing a shared proposition that leverages and enhances the strengths of each.
The growing prevalence of this strategy can be seen in numerous collaborations, such as the one that recently took place in the world of the Bridgerton series, which has led to various co-branding initiatives through agreements with brands from different sectors. Specifically, these include the launch of limited-edition personal care products (Dove), jewelry collections inspired by the series (Pandora), themed food products (Jeni’s Ice Cream), and capsule collections in the cosmetics sector (NYX Cosmetics). These types of initiatives reflect the commercial scope of co-branding and highlight the need to analyze its legal implications.
In practice, this strategy has given rise to various forms of co-branding, depending on how and for what purpose the brands involved are used:
It occurs when a brand incorporates a component, material, or technology from another brand into its own product—which serves as a guarantee of quality or innovation—in order to add technical value to the product or service. A clear example of this type of co-branding is the collaboration between Milka and Oreo, in which Oreo cookies are incorporated as the main ingredient in Milka chocolate bars.
It involves the joint use of brands for communication or promotional activities, without necessarily being integrated into a common product or service. It typically takes the form of temporary collaborations aimed at advertising campaigns or joint marketing initiatives to increase visibility and sales in the short term. An example of communication co-branding would be McDonald’s and Coca-Cola; these brands have carried out many joint advertising campaigns over the decades. In these campaigns, they have worked together to promote the experience of enjoying a meal at McDonald’s with a Coca-Cola. Although they did not create a product, their collaboration on advertising and promotions has been consistent, featuring both logos in ads and in-restaurant promotions. Another example is the collaboration between Samsung and Iberia in the “Welcome Aboard Galaxy Note 8”campaign, which rewarded the loyalty and trust of Spanish passengers traveling on an Iberia flight with a Samsung Galaxy Note 8 smartphone .
It occurs when companies collaborate to develop innovative products or services—or special editions—that incorporate a specific design, technology, or other creative elements; the goal is to create differentiation and added value through innovation and creativity. In this case, the brands are used together on the same product or service, typically in a visible way on the product itself or in its commercial presentation. The collaboration between Lego and Ferrari to create a series of Lego sets that allowed users to build scale models of Ferrari cars, such as the Ferrari F40, and the collaboration between Disney Pixar and Waze—in which iconic movie voices were used to guide users, creating an immersive experience and joint promotion—are clear examples of this type of co-branding.
From a legal standpoint, co-branding should be classified as an atypical business collaboration agreement, as it is not expressly regulated in the Civil Code or in commercial law. Its validity is based on the principle of the parties’ freedom of contract enshrined in Article 1255 of the Civil Code, provided that such an agreement is not contrary to the law, public morality, or public order.
However, this type of contract includes elements typical of other legal arrangements, particularly trademark license agreements, but also collaboration agreements. Unlike a trademark license agreement, in which one company grants another company the right to use its trademark in exchange for financial compensation, co-branding involves active collaboration between two or more brands in the design, production, and/or promotion of a product or service, with the aim of creating added value and offering a unique experience to the consumer. In the context of collaboration agreements, co-branding is a type of collaboration characterized by the fact that companies jointly use their brands on the same product, service, or advertising campaign.
Co-branding can be formalized through a joint venture or a cross-licensing agreement. In the first case, the companies form a new entity to develop and market the joint product or service, temporarily licensing their respective trademarks to that entity until the collaboration ends. In contrast, under a cross-licensing agreement, no new company is created; instead, each company grants the other a license to use its trademark exclusively for the joint project. Once the co-branding arrangement ends, the licenses expire and the rights revert to their respective owners.
Before launching a co-branding strategy, companies must carefully analyze the legal implications that may arise from the joint use of their trademarks. Beyond the commercial benefits that may be derived, this arrangement requires precise contractual provisions to prevent risks, avoid conflicts, and ensure the consistent and secure exercise of the relevant rights.
In this context, it is crucial to identify some key aspects that must be considered before launching a product, service, or advertising campaign as part of a co-branding strategy, namely:
If there are doubts regarding ownership or incomplete licenses, the collaboration may be subject to disputes with third parties or even infringement claims brought by them.
A license agreement of this type must:
On the other hand, in this type of license, it is very important to set forth detailed rules governing the use of the parties’ trademarks. In this context, many companies have brand manuals or corporate identity manuals that establish guidelines for the proper use of their distinctive signs and ensure consistent use of the brand across all media and communication channels.
In particular, when it comes to this type of agreement, it is important to pay attention to several aspects:
Ultimately, co-branding is aneffective strategy for strengthening brand recognition and positioning among consumers by combining the brands’ values and reputations into a joint offering. However, its success depends not only on creativity or commercial impact, but also on the collaboration being structured through a carefully designed agreement, tailored to the specific needs of the parties and precisely regulating the rights, obligations, and limitations regarding the use of the brands.
Arancha Máiz, Attorney in the Legal, Business, and Contracts Department.
The recent release of a technical analysis that supposedly makes it possible to reproduce the Coca-Cola formula has reignited a legal debate that is as recurring as it is timely: How far does the protection of trade secrets extend? Beyond the media appeal of “revealing” a legendary recipe, the case offers an opportunity to reflect on one of the key instruments of industrial property and on the actual limits of its protection in an increasingly sophisticated technological environment.
Trade secrets protect information of any kind (technical, commercial, organizational, etc.) that is not generally known or readily accessible within its sector, that has economic value precisely because of its confidential nature, and that has been subject to reasonable measures to maintain its confidentiality.
Unlike a patent, which grants an exclusive right for a limited time in exchange for the public disclosure of the invention, a trade secret does not require registration, and its protection relies on confidentiality. However, that protection is not automatic: it depends on active and structured management by the owner.
One of the aspects that causes the most confusion is the relationship between trade secrets and reverse engineering.
Is it illegal to analyze, using available tools, a product legally purchased on the market and arrive at a similar formulation? In and of itself, this does not constitute a violation of trade secret.
Most legal systems recognize reverse engineering as a legitimate means of obtaining information, provided that there is no unauthorized access to confidential documentation, no breach of security measures, and no violation of contractual agreements. Trade secrets provide protection against espionage or the unfair appropriation of confidential information, but not against the technical analysis of a product that is on the market.
In any legal proceedings involving a breach of trade secrets, it is not sufficient to simply prove the similarity between products. The owner must demonstrate that the protected information was obtained unlawfully and that reasonable measures were in place to preserve its confidentiality.
Furthermore, this type of litigation poses an additional challenge: at times, in order to defend a trade secret, it is necessary to describe which specific part of the information under review constitutes the protected secret. In mass-market consumer products, where value lies as much in the brand as in the overall experience, that litigation strategy is not always desirable.
The growing accessibility of analytical tools and the democratization of technical knowledge have lowered the barriers to unraveling certain processes or compositions. However, interpreting this reality as the “end” of trade secrets would be a mistaken and dangerous conclusion.
In sectors such as industrial chemistry, software, biotechnology, and complex manufacturing processes, much of the competitive advantage is not always patentable or should not be disclosed publicly. In these cases, trade secrets remain an essential tool in the strategy for protecting intangible assets.
What does change, however, is the level of demand: the greater the technical capabilities of third parties, the more rigorous internal knowledge management must be.
No single intellectual property tool is self-sufficient. In an environment where reverse engineering is lawful, effective protection of knowledge often requires a layered strategy: combining trade secrets with selective patents, strengthening differentiation through branding, innovating continuously, and accepting that certain technical advantages will have a limited lifespan. Legal protection does not replace business strategy; it complements it.
A patent offers temporary exclusivity but requires disclosure. A trade secret allows for potentially indefinite protection, although it is vulnerable to independent discovery. The choice between one or the other (or a combination of both) should be based on strategic criteria.
The potential technical reproduction of an iconic formula does not call into question the validity of trade secrets, but rather highlights their legal limits. In a context of increasing technological transparency, understanding these boundaries and designing appropriate internal policies is essential for any company that bases its competitiveness on knowledge.
At Elzaburu, we have extensive experience in advising on industrial property, protecting trade secrets, and designing legal strategies for managing intangible assets, offering a rigorous approach that keeps pace with regulatory and technological developments.
Cristina Espín, Senior Associate in the Legal Department at Elzaburu.