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This Toolkit contains continuously maintained practice notes, standard documents, standard clauses, checklists, and articles that help counsel identify and address key IP aspects of corporate M&A transactions.

Description

Most, if not all, corporate merger or acquisition (M&A) transactions raise intellectual property (IP), information technology (IT), or privacy and data security considerations. In some cases, the target company’s IP portfolio is the company’s most valuable asset. Even where IP does not play a central role, the target likely has software and other technology agreements or maintains information about customers or other persons. Identifying a target’s IP assets, determining their value, and addressing their transferability has become crucial to evaluating and managing the risks associated with many corporate transactions. Counsel must carefully evaluate the IP aspects of:
  • Transaction structure.
  • Due diligence.
  • Representations and warranties.
  • Covenants and ancillary agreements.
  • Financing.
This Toolkit contains continuously maintained practice notes, standard documents, standard clauses, checklists, and articles that help counsel identify and address key IP aspects of corporate M&A transactions.

 

Transaction Structure

  • Practice Notes:
    • Carve-Out Transactions
    • Intellectual Property: Asset Purchases
    • Intellectual Property: Stock Purchases and Mergers
    • Patent Portfolio Acquisitions
  • IP in Business Transactions: Country Q&A Tool
  • Webinar: Intellectual Property in M&A Transactions

 

Due Diligence

  • Checklists:
    • IP Due Diligence Issues in M&A Transactions Checklist
    • IP Licenses: Restrictions on Assignment and Change of Control Flowchart
    • Copyright Due Diligence in Mergers and Acquisitions Checklist
    • Patent Due Diligence in M&A Transactions Checklist
    • Patent Due Diligence (Life Sciences Transactions) Checklist
    • Privacy and Data Security Due Diligence in M&A Transactions Checklist
    • Software, Cloud, & Other IT Due Diligence in Mergers and Acquisitions Checklist
    • Trademark Due Diligence in Mergers and Acquisitions Checklist
  • Standard Documents:
    • Due Diligence Request List: IP and IT
    • Due Diligence Request List: Software
    • Due Diligence Report: Intellectual Property
    • Due Diligence Summary Template: License Agreements
  • Practice Notes:
    • IP Licenses: Restrictions on Assignment and Change of Control
    • Copyright Due Diligence in Mergers and Acquisitions
    • Privacy and Data Security Due Diligence in M&A Transactions
    • Trademark Due Diligence in Mergers and Acquisitions

 

Representations and Warranties

  • Standard Clauses:
    • IP Representations: Asset Purchase (Pro-Buyer)
    • IP Representations: Asset Purchase (Pro-Seller)
    • IP Representations: Stock Purchase (Auction Form)
    • IP Representations: Stock Purchase (Pro-Buyer)
    • Patent Representations: Asset Purchase
    • Patent Representations: Stock Purchase or Merger
    • Privacy and Data Security Representations: Asset Purchase
    • Privacy and Data Security Representations: Stock Purchase or Merger
    • Software Representations: Asset Purchase
    • Software Representations: Stock Purchase or Merger
  • Practice Notes:
    • IP Representations: Sample Markups
    • What’s Market: M&A Agreements in the Software Industry
    • What’s Market: Privacy and Data Security Representations in M&A Agreements
  • Checklist:
    • IP Representations: Key Negotiating Points in M&A Transactions Comparison Chart
  • Webinar: Drafting and Negotiating IP & IT Provisions in M&A Transactions

 

Covenants and Ancillary Agreements

  • Standard Clauses:
    • IP Covenants: Asset Purchase (Pro-Buyer)
    • IP Covenants: Stock Purchase (Pro-Buyer)
    • Transitional Trademark License Clauses (Pro-Buyer)
    • Transitional Trademark License Clauses (Pro-Seller)
  • Standard Documents:
    • Copyright Assignment Agreement (Short Form)
    • Domain Name Transfer Agreement
    • Intellectual Property Assignment Agreement (Short Form)
    • Patent Assignment Agreement (Short Form)
    • Software Assignment and Grant-Back License Agreement (Pro-Assignee)
    • Trademark Assignment Agreement (Short Form)
    • Transition Services Agreement

 

Financing

  • Standard Documents and Clauses:
    • IP Representations and Covenants: Security Agreement
    • Copyright Security Agreement (Short Form)
    • Intellectual Property Security Agreement (Short Form)
    • Patent Security Agreement (Short Form)
    • Trademark Security Agreement (Short Form)
    • Release of Copyright Security Interest (Short Form)
    • Release of Intellectual Property Security Interest (Short Form)
    • Release of Patent Security Interest (Short Form)
    • Release of Trademark Security Interest (Short Form)
  • Practice Notes:
    • Intellectual Property Issues: Lending
    • Security Interests: Intellectual Property

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