IP Licenses & Agreements
Given the strategic importance of intellectual property in business today, it can become subject to a wide variety of commercial contracts, including agreements relating to its development, preservation, purchase, sale, licensing and other forms of commercialization. As an intangible form of property, intellectual property is subject to unique and sometimes surprising limitations that must be understood to negotiate rational and enforceable contracts related to its exploitation and management. Consulting with experienced IP counsel in the preparation of such agreements can avoid confusion and costly disputes.
- Prepare or review draft agreements related to the licensing of intellectual property, including trademark licenses, software licenses, software as service agreements, endorsement contracts, exhibition agreements, recording contracts and others.
- Prepare or review draft agreements related to the purchase/sale of intellectual property to be acquired independently or as part of the purchase and sale of a business.
- Conduct due diligence investigation respecting the status of intellectual property in anticipation of a proposed agreement of purchase/sale respecting intellectual property to be acquired independently or as part of the purchase and sale of a business.
- Prepare or review draft agreements related to the development of intellectual property together with third parties, including non-disclosure agreements, employment agreements, independent contractor agreements, web site development agreements, software development agreements and others.
Useful Information to Provide Legal Counsel:
- Accurate identification of the subject intellectual property, including the particulars of any related registrations in Canada or elsewhere in the world.
- Legal names of intended parties to the agreement and their respective role.
- A copy of any draft agreement to be reviewed.
- A copy of any letter of intent, memorandum of understanding, term sheet or discussion sheet that includes a list of the principle terms of a proposed agreement to be prepared, including the term, territory, price/fee/royalty, payment terms, closing date and special conditions as may be applicable.