IP rights sale agreement

About this intellectual property sale agreement

This agreement is for the sale of limited rights to a piece of intellectual property, whether an invention or a technological innovation or software.

It provides for a single and final payment for the purchase, and once sold, the buyer can use the IP in whatever way he or she wishes.

The nature of the IP being sold is not important to the suitability of this document for your use. It could be a stand-alone consumer product, a component in another product, a manufacturing process, software, or something that improves something else.

The product or device or invention could rely to some extent on other IP, which is used in other applications or which is not owned by the developer or inventor.

Therefore as well as an agreement for sale, this document includes optional terms for a licence or sublicence of that other component IP.

The following are examples of situations in which it might be used.

A small computer game developer wishes to sell a complete console game to a larger one. Some of the code is sublicensed from third parties, so the rights to those parts cannot be sold entirely. Additionally, the writer has developed functionality that he wishes to reuse in other games. Using this sale agreement, he can sell the rights to the game, limited to those that he owns and that he doesn't want to keep.

A navigation systems supplier wants to sell the IP in an unmanned aerial vehicle to a defence systems manufacturer. However, it also wants to keep ownership of parts of the platform that could be used in road vehicles.

Alternative documents

You may wish just to license the IP, and not to sell it. That way, you may be able to exploit the value of it in other ways, such as by granting other licences to other businesses in other industries or parts of the world. In that case, a licensing agreement might be more suitable.

We offer a number of documents. Of those, this one is likely to be most applicable to a complex or valuable IP that might wish to be bought.

Contents of this sale of rights agreement

The document is comprehensive and covers many matters. Those most likely to be important to a seller include:

• Definitions and interpretation
• Warranties and understandings
• The assignment deal
• Licence of supporting IP
• Use of third party IP: alternative options
• Third party infringement
• Continuing research, improvement and product updates
• Confidentiality
• Disclaimer
• Other matters relating to enforcement and other legal issues

There are also over 1,900 words of guidance notes to help you edit each paragraph of the document, to suit your deal perfectly.