IP rights sale agreement: in invention or process: for cash and shares

About this intellectual property sale agreement

This is a heavyweight agreement for sale of rights to an innovation, invention or piece of technology. The subject of the sale could be anything, tangible or intangible. It is likely to have more than one possible use in different industries or markets, which the creator or owner may want to exploit separately, and therefore the rights sold can therefore be limited to specific purposes.

For example, it might be:

• a library of legal documents
• a system for extracting liquids from inaccessible places
• software that adds functionality to a piece of hardware

The sale is full – the seller parts with certain rights forever. But that does not means that he or she cannot retain some or most of the total “basket” of rights, for use in other circumstances. We assume that this sale will be of rights in a particular industry sector or field. That leaves many opportunities to sell or use other rights in different sectors or countries.

This agreement covers whatever intellectual property rights you decide to sell and buy. The description and specification of these is up you.

We provide for a single and final payment in cash and shares in the acquiring company.

Once sold, the buyer can do what he or she likes with the IP, subject to the restrictions you have specified.

Similar documents

We offer another document for a similar deal, where the purchase price comprises of cash alone and not shares as well. This document is likely to be more suitable where the seller does not want the risk involved in holding shares, or the buyer wishes to be completely free of the seller.

Contents

The most important paragraphs within this document (insofar as the commercial substance is concerned) include:

• Definitions and interpretation
• Warranties and understandings
• Assignment
• Licence of patents and trade marks
• New intellectual property
• Third party infringement
• Continuing research, improvement and product updates
• Confidentiality
• Disclaimer
• Enforcement and other legal issues

There are also over 2,100 words of helpful drafting notes included at the end of the document that will help you edit the agreement to suit your deal perfectly.