Jurisdiction(s):
United Kingdom

Asset purchase intellectual property licence: drafting checklist for long- and short-form agreements (scope, territory, fees, sub-licensing, warranties, termination and registrations)

Published by a LexisNexis IP expert

Checklists

How to use this Checklist

Use this checklist to identify recurring points when preparing long- or short-form IPR licences in an asset purchase. Read with the Intellectual property licence (asset purchase) precedents (long/short). For assignments, see the corresponding precedents and checklist. For particular rights, consult the copyright, design, patent and trade mark precedents and checklists. See Practice Notes on licensing/sub-licensing IPRs, software licensing, know-how, and IP tax. May inform heads of terms; see Heads of terms—commercial contracts.

Checklist for proposed licence of intellectual property rights (asset purchase)

(A) Key commercial considerations

Parties/relationship: status, authority, beneficiaries/guarantees, arm’s length, contingencies, documents.
Timing: start date, term, notice, conditions precedent, early termination and effects.
IPRs: types; scope (registered/unregistered, applications, renewals, improvements); exclusions/third-party IPRs; moral rights; ownership; exclusivity; transfer/sub-licensing; territory; use and purpose.
Pricing: fees/royalties/expenses; ancillary costs and IPO registrations; VAT/taxes; price changes; invoicing/payment; escrow for critical software; formalities.

(B) Other standard legal terms and conditions

Liability and termination; warranties/indemnities (IPR, data protection, confidence) and limits.
Confidentiality/publicity; dispute resolution; governing law and exclusive jurisdiction of England and Wales.
Boilerplate: third-party rights, entire agreement, anti-bribery, insurance, data protection, notices, relationship, severability, compliance, assignment/subcontracting, variation, reporting, waiver, set-off, completion/execution (counterparts, electronic completion, further assurance/power of attorney)...

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Web page updated on 20/05/2026

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