Marks & Clerk

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5 Contributions by Marks & Clerk Experts

Buyer-side intellectual property due diligence questionnaire for share purchases and business acquisitions
PRECEDENTS
Introduction This concerns the acquisition by [ insert buyer name ] (the Buyer) of the [ entire share capital of [ insert name of target company ] Limited, incorporated in England and Wales under number [ insert company number ] (the Company) OR [ insert description of the business to be acquired ] (the Business) as a going concern, together with specified assets used in the Business ] from [ insert seller name ] (the Seller) (the Proposed Acquisition). This questionnaire is intended to enable the Buyer, the Buyer's solicitors, patent and trade mark attorneys, and other professional advisers to gather essential information about the IP owned and/or used by the [ Company and its subsidiaries OR Business OR which the Buyer requires to assist in the valuation of the Company OR Business and with the negotiation of the Proposed
IP
Precedent intellectual property rights licence (copyright, trade marks, designs, patents, databases) with royalty, minimum royalty and sub-licensing options - pro-licensee - England and Wales law
PRECEDENTS
This Agreement is entered into on [ insert date ] Parties [ insert name ], a company incorporated in [ England and Wales ] with number [ insert company number ] and whose registered office is at [ insert address ] (Licensor) [ insert name ], a company incorporated in [ England and Wales ] under number [ insert company number ], with its registered office at [ insert address ] (Licensee) Each of the Licensor and the Licensee is a party and, together, the Licensor and the Licensee are the parties. BACKGROUND (A) The Licensor [ is the [ registered ] proprietor of OR is the applicant to register OR has the right to licence and/or sub-licence ] certain intellectual property rights. (B) The Licensee is [ insert background to licence/relevant transaction ]. (C) The Licensor has agreed to grant the Licensee a licence of these
IP
Precedent pro-licensor IP licence agreement (copyright, trade marks, designs, patents) with royalties and quality control—England and Wales
PRECEDENTS
This Agreement is entered into on [ insert date ] Parties [ insert name ], a company incorporated in [ England and Wales ] with number [ insert company number ] and having its registered office at [ insert address ] (Licensor); and [ insert name ], a company incorporated in [ England and Wales ] with number [ insert company number ], whose registered office is at [ insert address ] (Licensee). Each of the Licensor and the Licensee is a party, and together the Licensor and the Licensee are the parties. BACKGROUND (A) The Licensor [ is the [ registered ] proprietor of OR is the applicant to register OR has the right to licence and/or sub-licence ] certain intellectual property rights. (B) The Licensee is [ insert background to licence/relevant transaction ]. (C) The Licensor has agreed to grant a
IP
Precedent: Pro-licensee Technology IP Evaluation and Option to Negotiate Licence Agreement (England and Wales)
PRECEDENTS
This Agreement is dated [ insert date ] Parties [ insert licensor name ], [ of OR a [ company OR partnership OR limited liability partnership ] [ incorporated OR constituted ] in [ insert jurisdiction, eg England and Wales ], registered number [ insert company or LLP number ], with [ registered office OR principal place of business ] at [ insert address ] (Licensor); and [ insert licensee name ], [ of OR a [ company OR partnership OR limited liability partnership ] [ incorporated OR constituted ] in [ insert jurisdiction, eg England and Wales ], registered number [ insert company or LLP number ], with [ registered office OR principal place of business ] at [ insert address ] (Licensee) Each of the Licensor and the Licensee is a party; together, the Licensor and the Licensee are the
IP
Technology IP Evaluation and Option to Negotiate Licence Agreement (pro-licensor) — governed by the laws of England and Wales
PRECEDENTS
This Agreement is dated [ insert date ] Parties [ insert licensor name ], [ of OR a [ company OR partnership OR limited liability partnership ] [ incorporated OR constituted ] in [ insert jurisdiction, eg England and Wales ], whose registered number is [ insert company or LLP number ] and whose [ registered office OR principal place of business ] is at [ insert address ] (Licensor); and [ insert licensee name ], [ of OR a [ company OR partnership OR limited liability partnership ] [ incorporated OR constituted ] in [ insert jurisdiction, eg England and Wales ], whose registered number is [ insert company or LLP number ] and whose [ registered office OR principal place of business ] is at [ insert address ] (Licensee). Each of the Licensor and the Licensee is a party, and
IP
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