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Intellectual Property Purchase Agreement
"I need an Intellectual Property Purchase Agreement for acquiring a software company's complete IP portfolio, including source code and patents, with completion scheduled for March 2025 and incorporating specific source code escrow provisions."
1. Parties: Identifies and provides full details of the seller and purchaser
2. Background: Contextual information about the IP assets and purpose of the sale
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Sale and Purchase: Core terms of the sale including the assets being sold and purchase price
5. Completion: Details of when and how the transfer will complete, including conditions precedent
6. Seller's Warranties: Warranties regarding ownership, validity, and non-infringement of the IP
7. IP Transfer and Registration: Process for transferring IP rights and updating registrations
8. Confidentiality: Obligations regarding confidential information and trade secrets
9. Tax: Treatment of tax implications and responsibilities
10. Further Assurance: Obligations to execute additional documents and take necessary steps
11. Notices: Process for formal communications between parties
12. General Provisions: Standard boilerplate clauses including governing law, entire agreement, etc
1. Employee and Contractor Obligations: Required when IP was created by employees or contractors who need to execute assignments
2. Transitional Services: Include when seller needs to provide support or knowledge transfer post-completion
3. Foreign Rights: Required for IP rights registered or protected in multiple jurisdictions
4. Earn-out Provisions: Include when part of purchase price is contingent on future performance
5. Competition Restrictions: Non-compete and non-solicitation provisions if relevant to the transaction
6. Third Party Consents: Required when IP is subject to licenses or third-party agreements
7. Security Interests: Include when IP assets are subject to existing security interests
8. Source Code Escrow: For software IP purchases requiring source code protection
9. Moral Rights: Required for copyright works where moral rights need to be addressed
1. Schedule 1 - IP Asset Register: Detailed list and description of all IP assets being purchased
2. Schedule 2 - Purchase Price and Payment Terms: Detailed breakdown of consideration and payment structure
3. Schedule 3 - Existing IP Agreements: List of all licenses, assignments and other IP agreements affecting the assets
4. Schedule 4 - Form of IP Assignment Deed: Pro forma assignment documents for specific IP rights
5. Schedule 5 - Completion Requirements: Checklist of documents and actions required at completion
6. Schedule 6 - Registered IP Details: Specific details of registered IP including registration numbers and renewal dates
7. Schedule 7 - Third Party Consents: List of required third party consents and their status
8. Appendix A - Due Diligence Findings: Summary of key IP due diligence findings and disclosed issues
Authors
Business Day
Completion
Completion Date
Confidential Information
Consideration
Disclosure Letter
Effective Date
Encumbrance
Excluded Assets
Existing Licenses
Further Assurance
GST
Intellectual Property Rights
IP Assets
Know-How
Liabilities
Licensed Rights
Loss
Material Adverse Change
Moral Rights
Notice
Patents
Permitted Encumbrances
Purchase Price
Registered IP
Related Bodies Corporate
Representatives
Seller's Group
Seller's Warranties
Software
Source Code
Third Party Consents
Trade Marks
Trade Secrets
Transaction Documents
Transfer Documents
Transition Period
Unregistered IP
Working Day
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion Obligations
Transfer of IP Rights
Seller's Warranties
Purchaser's Warranties
IP Registration
Confidentiality
Tax
GST
Further Assurance
Assignment
Moral Rights
Third Party Rights
Employee Rights
Restrictive Covenants
Indemnification
Transition Services
Notices
Dispute Resolution
Governing Law
Force Majeure
Severability
Entire Agreement
Variation
Waiver
Costs
Counterparts
Survival
Technology
Pharmaceuticals
Biotechnology
Media and Entertainment
Manufacturing
Research and Development
Software Development
Consumer Products
Industrial Design
Telecommunications
Healthcare
Education
Publishing
Gaming
Fashion and Luxury Goods
Legal
Intellectual Property
Research and Development
Technology
Innovation
Business Development
Corporate Development
Commercial
Finance
Information Technology
Product Development
Strategy
General Counsel
IP Lawyer
Chief Technology Officer
Chief Executive Officer
IP Manager
Legal Counsel
Commercial Director
Head of Research and Development
Chief Innovation Officer
Business Development Manager
Technology Transfer Officer
Patent Attorney
Trademark Attorney
Licensing Manager
Due Diligence Manager
Corporate Development Director
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