Legal Precedents

Confidentiality letter—private M& A—asset purchase—corporate seller Strictly private and confidential To: [ insert buyer name ] [ insert buyer address ] Date: [ insert date ] Dear [ insert buyer contact name ], Proposed acquisition of the business of [ insert name of business being acquired ] 1 Introduction 1.1 Further to our recent conversations, this letter concerns the intended disposal detailed herein by [ insert seller name ] (the Seller) of [ insert description of the business being sold ] (the Business), which trades under the name [ insert name of business being sold ] (the Business Name), on a going concern basis, together with [ insert description of the assets being sold ] (the Assets), to [ insert buyer name ] (or any member of its group of companies) (the Buyer) (the Proposed Acquisition). Each of the Seller and the Buyer constitutes a party and,...

This Agreement is entered into on [ insert date ]. Parties [ insert name ] [ of OR a company incorporated in [ England and Wales ] with company number [ insert registered number ] and registered office at ] [ insert address ] (the Assignor); [ insert name ] [ of OR a company incorporated in [ England and Wales ] with company number [ insert registered number ] and registered office at ] [ insert address ] (the Assignee) (each of the Assignor and the Assignee being a party, and together both the Assignor and the Assignee constituting the parties). BACKGROUND ( A) The Assignor holds the copyright and database rights in the Database. ( B) The Assignee is [ insert description of the Assignee’s background/background to the assignment or relevant transaction ], as applicable. ( C) The Assignor agrees to assign all such copyright and database rights, and the...

CLAIM No: [ insert claim number ] In the High Court of Justice, Business and Property Courts of England & Wales, Intellectual Property List ( Ch D), Patents Court BETWEEN [ insert full name of claimant ] Claimant [ [ insert full name of second claimant ] Second Claimant ] and [ insert full name of defendant ] Defendant [ [ insert full name of second defendant ] Second Defendant ] Particulars of claim The Claimant is a company formed on [ insert date ] and continuing under the law[s] of [ insert country/countries ], with its registered office at [ insert address ]. The Claimant conducts, among other things, [ insert brief description of claimant’s business ]. The Defendant is a company incorporated on [ insert date ] and operating under the law[s] of [ insert...

This Agreement is entered into on [ insert date ] (the Commencement Date). Parties [ insert name ], [ of, or a company incorporated in [ England and Wales ] with registered number [ insert registered number ] and registered office at ] [ insert address ] ( Party A); and [ insert name ], [ of, or a company incorporated in [ England and Wales ] with registered number [ insert registered number ] and registered office at ] [ insert address ] ( Party B). ( Each of Party A and Party B is a party and, together, Party A and Party B are the parties). Background ( A) Party A is the [ registered ] proprietor of certain trade marks that cover [ describe goods/services to which Party A’s trade marks relate ] as set out in Schedule 1. ( B) Party B is the [...

[ Alleged infringer’s name and address ] [ Date ] Dear [ insert organisation name ], [ REGISTERED DESIGN NUMBER AND DESCRIPTION ] We act for [ name of client ] of [ address ]. [ Name of client ] holds the status of [ owner OR assignee OR exclusive licensee ] in relation to [ UK registered design no. [ insert number ] AND/ OR the UK unregistered design right in [ describe the design rights the client believes subsist, for example describing the elements of the design that are said to give rise to the design rights ] AND/ OR the supplementary unregistered design right in [ [ describe the design rights the client believes subsist, for example describing the elements of the design that are said to give rise to the design rights ] ], [ a copy of which is OR copies of which are ]...

[ Alleged infringer’s name and address ] [ Date ] Dear [ insert name ] [ Insert title of the letter here, which should refer to the IP rights relied on, eg ‘ UK trade mark registration number XYZ’ ’ ] [ I am OR We are ] acting for and representing [ name and address of the right holder ]. [ Name of the right holder ] is [ insert background information about the right holder— eg details of their business/products/services/works/inventions/designs ]......

[ insert address of sender ] Our ref: [ insert reference ] Your ref: [ insert reference ] [ insert address of recipient ] Date: [ insert date ] Dear [ insert organisation name ], 1 Further to our recent conversations concerning your assessment and appraisal of our [ patent application, (enclosed as Schedule 1 to this letter) and related material AND/ OR know-how, (as described in Schedule 2 to this letter) ] ( Confidential Information ) for the purpose of [ insert purpose of discussions ] ( Purpose ). In consideration of our providing the Confidential Information to you and your directors, employees and professional advisers ( Authorised Persons ) [ and our payment to you of the sum of £1, receipt of which you acknowledge, ] you (for yourself and on behalf of your Authorised Persons) agree to the terms contained in this letter......

Introduction We, [ insert company name ], manage and hold various trade marks that safeguard and strengthen the worth of our brand(s), making them fundamental to our business’s value. This policy provides guidance on creating, using and protecting our trade marks. Compliance with this policy is mandatory; if anything is unclear, contact the Trade Mark Officer (see ‘ Who to contact about this policy’ for details). What is a trade mark? A trade mark typically takes the form of: a word a name a symbol a logo a phrase These may appear on our products, packaging, websites, marketing materials and other communications. Our most frequently used trade marks include [ insert examples ]. They differentiate our goods [ and services ] from competitors’ offerings. Accordingly, they operate as a ‘badge of origin’ and a guarantee of quality for our...

[ BEFORE THE HIGH COURT OF JUSTICE [ BUSINESS AND PROPERTY COURTS [ OF ENGLAND AND WALES OR AT [ insert location ] ] ] [ State division ] [ Designate specialist court ] [ Insert location ] DISTRICT REGISTRY OR THE COUNTY COURT IN [ insert location ] [ BUSINESS AND PROPERTY COURTS LIST ] ] Parties: [ insert name ] Claimant and......

This AGREEMENT is dated [ insert date ]. Parties [ insert name of party ] [ of OR a company incorporated in [ England and Wales ] with registered number [ insert registered number ], whose registered office is at [ insert address ] ] ( Licensor); and [ insert name of party ] [ of OR a company incorporated in [ England and Wales ] with registered number [ insert registered 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: The Licensor holds all proprietary rights and interests in the Work. The Licensor has agreed to grant a licence to the Licensee, and the Licensee has agreed to take that licence on the terms set out in this...

ARCHIVED This Precedent is archived and is not maintained. The training pack comprises template Power Point slides that may serve as the basis for one or more training seminars introducing retained EU law. It is anticipated that those providing training will use the slides as a helpful starting point for their presentation(s), tailoring, adapting and amending them as appropriate to reflect their particular area of practice. The materials are customisable. Click the link below to download the presentation. Contents These training materials cover the following: What constitutes retained EU law? How is retained EU law described? What do the pertinent provisions state?......

1 Definitions 1.1 In this clause: Brand • denotes the Trade Marks, [ Designs, ] goodwill and any other Intellectual Property Rights connected with the luxury brand [ insert name of brand ]; Brand Guidelines • refers to the directions issued by the Licensor describing how the Trade Marks [ and Designs ] are to be used, [ the latest version of which is attached at [ insert schedule ] to this Licence OR is accessible at [ insert link ] ] [ and which the Licensor may update from time to time by written notice to the Licensee ] ; [ Designs • signifies the registered design rights, or applications for registered designs, listed or identified at [ insert cross-reference to schedule ] to this Licence, along with any further unregistered design rights [ listed or identified at [ insert...

Hardship Hardship means [ , subject to clause [ 1.6 OR 1.7 ] , ] a [ fundamental OR material ] alteration in the equilibrium of a party’s benefits and obligations under this Agreement, brought about by a [ legal, technical, political, economic or financial ] event (or events) that arises [ or the impact of which becomes known to the affected party ] during the term of this Agreement and which: is not a [ insert (eg ‘ Force Majeure Event’ or ‘circumstance to which clauses [ X] or [ Y] relate’) ]; [ except in the case of the circumstances referred to in [ insert reference eg to clause 1.6 or 1.7 if appropriate ], ] could not reasonably have been foreseen, mitigated or avoided by the Disadvantaged Party at the time of execution of this Agreement; is outside the control of [ the...

Case No. [ insert claim number ] IN THE HIGH COURT OF JUSTICE BUSINESS AND PROPERTY COURTS OF ENGLAND & WALES INTELLECTUAL PROPERTY LIST ( Ch D) [ INTELLECTUAL PROPERTY ENTERPRISE COURT ( IPEC) OR PATENTS COURT ] BETWEEN: [ insert full name of claimant ] Claimant and [ insert full name of defendant ] Defendant REPLY AND DEFENCE TO COUNTERCLAIM REPLY Preliminary Points Unless indicated otherwise, in this Reply and Defence to Counterclaim any paragraph references are to those in the Defence and Counterclaim. The Claimant contests the Defendant’s allegations and contentions in the Defence and Counterclaim in their entirety, except to the extent that they amount to admissions. The Claimant's Rights Registered Design Paragraph 5 is denied. The Registered Design is neither currently nor at any material time has been invalid for the reasons advanced in the Defence and Counterclaim [ and/or in the Grounds of...

Case No. [ insert number ] IN THE HIGH COURT OF JUSTICEBUSINESS AND PROPERTY COURTS OF ENGLAND & WALESINTELLECTUAL PROPERTY LIST ( Ch D) [ [ INTELLECTUAL PROPERTY ENTERPRISE COURT ( IPEC) OR PATENTS COURT ] ] BETWEEN [ insert full name of claimant ] — Claimant and [ insert full name of defendant ] — Defendant PARTICULARS OF CLAIM The Parties The Claimant is, and at all times material has been, [ insert details of Claimant ]. The Claimant [ is a company formed under the laws of [ insert jurisdiction ] on [ insert date ] with company number [ insert number ], with a registered address at [ insert address ], and ] carries on [ insert brief description of Claimant’s business ]. The Defendant is, and throughout the relevant period has been, [ insert details of Defendant ]. The Defendant [ is a company constituted under the laws of [ insert...

Case No. [ insert claim number ] IN THE HIGH COURT OF JUSTICE BUSINESS AND PROPERTY COURTS OF ENGLAND & WALES INTELLECTUAL PROPERTY LIST ( Ch D) [ INTELLECTUAL PROPERTY ENTERPRISE COURT ( IPEC) OR PATENTS COURT ] BETWEEN: [ insert full name of claimant ] Claimant and [ insert full name of defendant ] Defendant DEFENCE AND COUNTERCLAIM DEFENCE Preliminary Points In this Defence and Counterclaim, except where indicated, any paragraph numbering refers to the paragraphs set out in the Particulars of Claim and not otherwise. The headings and defined terms from the Particulars of Claim are employed here purely for ease of reference, and their use is without concession as to meaning, or implication herein. Except to the extent expressly addressed below, the Defendant takes issue with the Claimant’s allegations and contentions in the Particulars of Claim, all of which are denied in full. Any matter not...

The purpose of a claim form A claim form is the document that initiates proceedings. It sets out key details for the case, including: the court reference number to appear on all later court documents; the parties involved in the proceedings; the relief sought or what is being claimed; particulars of the claim (including any claim for interest); and contact details for the claimant, usually the claimant’s solicitor. The procedural requirements on how and where to commence proceedings are in CPR Part 7. General guidance on what a claim form should contain is provided in the Practice Note: Claim form—the contents. This Precedent is accompanied by material containing suggested wording for claims concerning infringement of UK registered designs, UK unregistered designs and/or supplementary unregistered designs. The Precedent also highlights the specific issues to consider when completing a claim form for these...

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...

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...

An e-signature, or a signed signature page transmitted by email, shall carry the same effect as an original signature page executed in wet ink. Execution of this Agreement by email, or through any other electronic method, shall be regarded as valid execution by the parties and shall constitute effective execution of this Agreement. The parties may rely on such electronic signatures in lieu of wet-ink signature page(s) of this Agreement for any and all purposes......