Intellectual Property Asset Purchase Agreement
The acquisition contract exposures should include an electronic confirmation of the domain name transfer from the relevant register and a transfer agreement. Here is an example of an asset purchase contract. The buyer is generally responsible for filing the documents necessary to register the corresponding domain name. This should be expressly stipulated in the sales contract. The agreement should also prohibit the seller from registering or using a similar or related domain name. The buyer should ask the seller to identify all records and intellectual property applications to federal, domestic and foreign intellectual property that are in possession or for use by the seller and contained in the acquired assets. This list is the buyer`s starting point for preparing the sales contract disclosure plans. The sale of assets can be particularly beneficial for technology companies, as it allows the buyer to acquire quality information essential for its technological development, supply chain or growth, without even acquiring real estate, shares and unnecessary liabilities. It creates more flexibility for acquisition strategies that depend on the purchase of certain talents or intellectual property assets, instead of buying entire companies and managing a complicated workflow after integration. It is important that company-wide employment protection regulations („TUPE”) can apply to the sale of assets in 2006. If TUPE applies, all staff contracts are automatically transferred to the buyer. If the buyer does not want certain staff members to be transferred once completed, one solution for the buyer is to require those employees to sign transaction agreements with the seller that terminate their employment contracts before closing.
However, it is not possible to guarantee that the workers concerned are ready to sign a transaction contract. This may be an area with additional costs, as buyers may be required to create a billing package to create incentives for employees who leave after closing. In principle, in the case of asset acquisitions, certain assets are acquired by the „company” itself as the owner of those assets. On the other hand, the purchase of shares involves the shares of a business acquired during the due diligence process, the buyer is able to verify the activity and assets of the company and validate the financial and economic reasons for the acquisition. Once the buyer has identified the assets he wants to acquire, his legal team will check whether the target company holds and controls all the intellectual property rights that the buyer wishes to acquire. Intellectual property assets are often not directly owned by the seller, but are either used by the seller as part of a licensing agreement with a third party or with another company as part of a joint enterprise agreement. Corrective measures may be required to ensure that the seller is authorized to sell the IP assets, or this valuation may affect the assets the buyer is willing to acquire. The intersection between domain names and trademark law is often included in the acquisition contract. This document describes the terms and conditions of sale, including the closing date and payment method, for the sale of assets. This notice of practice raises questions relevant to the acquisition of assets in a company that has a number of valuable IP assets, not on the acquisition of a technology, software or web business (for which IP is at the heart of its business and would require a broader set of IP-specific requests and safeguards). .
You will find specific indications on the purchase of a software activity under the practical reference: buying a software activity – important reflections and other explanations on the issues related to the IT aspects of business transactions are under practical note: business transactions for IT lawyers.