This guide for buying & selling intellectual property template has 16 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our guide for buying & selling intellectual property template:
GUIDE FOR BUYING & SELLING INTELLECTUAL PROPERTY Introduction Since we entered into the digital era a decade ago, the way we conduct business has changed dramatically. "Information Age" is a term we now hear everyday. But what does it really mean? It has several definitions but in one common sense, it illustrates a changing definition of property. Assets no longer have to be tangible; some of the most powerful corporations in the world rely on abstract information to survive. In order to capitalize on that value, however, the property has to be transferable. Intellectual property plays an important role in an increasingly broad range of areas, ranging from the Internet to health care to nearly all aspects of science, technology, literature and the arts. Understanding the role of intellectual property in these areas - many of them still emerging - often requires significant new research and study. Intellectual property, often known as IP, allows people to own their creativity and innovation in the same way that they can own physical property. The owner of IP can control and be rewarded for its use, and this encourages further innovation and creativity to the benefit of us all. In some cases IP gives rise to protection for ideas but in other areas there will have to be more elaboration of an idea before protection can arise. It will often not be possible to protect IP and gain IP rights unless they have been applied for and granted, but some IP protection such as copyright arises automatically, without any registration, as soon as there is a record in some form of what has been created. The four main types of IP generally accepted worldwide are: Patents: for inventions of new and improved products and processes that are capable of industrial application; Trade marks: for brand identity of goods / services allowing distinctions between different traders; Designs: for product appearance of the whole or a part of a product resulting from the features of, in particular, the lines, contours, colours, shape, texture or materials of the product itself; Copyright: for literary and artistic material, music, films, sound recordings and broadcasts, including software and multimedia. Transactions about IP such as licence agreements and transfer of ownership will involve the making of contractual agreements. In many cases, but not always, a contractual agreement will be able to override any provisions in IP law that might conflict with what is to be agreed. A contractual agreement is usually particularly important where you have commissioned someone else to create something protected by IP since, without a contract, you may not know whether you are licensed to use the IP. Even where IP is not to be licensed or ownership transferred, there may be situations where a contractual agreement about IP is important, such as: An agreement where a person investing in the development of IP who will not necessarily own it, but who may become entitled to some form of payment at some point in the future. An agreement between a creator of IP and a potential partner in its exploitation to discuss what might be possible under a confidentiality agreement. An agreement between right holders and a collective licensing body over administration of some of the IP rights. In every case, general provisions in law about what contractual terms are acceptable need to be considered carefully as well as the nature of the IP that is the subject of the contract. In particular, competition law and company law may be relevant. Intellectual property is a hot-button issue these days, and for good reason. As we can see, the transfer of intellectual property is becoming a common business transaction. However, the sale and purchase of IPR ("Intellectual Property Rights") is unlike any other type of transaction. Everybody in the digital business (and others) now realize that intellectual property is an asset and can be bought and sold. Unfortunately, most people make an invalid assumption that the normal rules of asset purchase and sale can apply. We hope that by the end of this guide, you will see that while there are many common factors, the differences can be very significant. We first look at what some of these differences are, and how they are commonly dealt with in IPR sales. Following this will be examples of common terms in sale agreements. Then, we will deal with issues peculiar to the major forms of intellectual property protection, including patent, copyright and trade mark. This guide is aimed at the non-specialist. Those who practice intellectual property on a full-time basis will think of many other points that should be reviewed in the sale context. For reasons of time and space, we can only mention some of the items. As well, many factors will be obvious to even the non-specialist, and we will ignore those; instead, we will discuss the things that are easily overlooked. This guide will also tend to look at purchasing issues more than selling issues. Simply because there are more risks for the purchaser than the vendor in intellectual property transactions. The vendor is usually only concerned about getting the money. The purchaser has to acquire full rights to an abstract piece of property, make sure the vendor is not continuing to use it, and ensure that there are not any competing rights, to name only a few of the problems. We will not ignore the seller's concerns, but they will not be this guide's primary focus. Finally, while IP can be different, the normal rules of purchase and sale still apply more often than not. IPR are the property of the Information Age, but you should always remember they are still property. Starting points Intellectual property rights are plainly assets. They have value, and they can be bought or sold. There are some differences, however, when comparing IPR to other types of assets. If you are not regularly dealing with IPR, you will usually try to find precedents or earlier files that give you some guidance. Often, these precedents deal with hard assets; a reliance on these can be dangerous for a few reasons. First, intellectual property rights do not have to be sold. Indeed, a purchase and sale of IPR is somewhat uncommon, because licenses are often used. The hard asset mindset becomes dangerous when you look at the deal only as a sale or potential sale. If your client asks you to transfer rights, you must not lose sight of the fact that a sale/assignment is only one of the options. It would be like someone coming to you looking for office space. In that case, you would not only discuss the possibility of buying a building, but you would probably also consider leasing. Licensing IPR can be analogous to leasing, except that more than one person can license the same property. Secondly, you will never get the same level of comfort when buying IPR as you will when purchasing hard assets. In a hard asset sale, the mere fact that the vendor has possession of the goods gives you some comfort. With abstract property like IPR, it is much easier to pass on (fraudulently or otherwise) a non-existent title. The problem is exacerbated because of the abstract nature of the property; there is no registry you can search to be 100% sure the vendor can properly sell the asset. Further, think about what happens when there is a sale of know-how. To say that you are buying the asset is based on "old" property law and is not truly accurate. In fact you are buying a copy of the asset. The vendor will informally retain most of the information and there is nothing that can be done about it (except of extricating the brains of all people who have pertinent knowledge). In order to prevent unwanted competition in the future, you have to include special contractual terms and restrictions that are unheard of in hard asset transactions. This can be a problem from the vendor's side as well, especially when the purchase price is not paid up-front
