Intellectual property licence (asset purchase) (long form)
Intellectual property licence (asset purchase) (long form)

The following IP precedent provides comprehensive and up to date legal information covering:

  • Intellectual property licence (asset purchase) (long form)
  • Background
  • 1 Definitions and interpretation
  • 2 Priority
  • 3 Commencement
  • 4 Duration
  • 5 Licensed IPR
  • 6 Grant of licence
  • 7 Use of the Licensed IPR
  • 8 Modifications and improvements
  • More...

This Agreement is made on [insert date] (Commencement Date) between the following parties (each a ‘party’ and together the ‘parties’):

Parties

  1. 1

    [insert licensor name] a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (Licensor); and

  1. 2

    [insert licensee name] a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (Licensee).

Background

    1. (A)

      [Licensor has entered into an agreement with Licensee[ dated [insert date]] for the sale of [the [insert name] business AND/OR certain business assets by Licensor as seller to Licensee as buyer ] OR [insert other description of relevant transaction (referencing any relevant related agreements)]] (Transaction).

    1. (B)

      Licensor owns certain intellectual property rights which are not being transferred to Licensee in the Transaction but that Licensee wishes to use or take the benefit of.

    1. (C)

      Licensor has agreed to license, and Licensee has agreed to take a licence of these intellectual property rights on the terms and conditions of this Agreement.

    1. (D)

      [This Agreement and the licence under it are conditional upon a separate [Asset Purchase Agreement (or similar document)] being entered into between the parties on or before the date of this Agreement.]

The parties agree:

    1. 1

      Definitions and interpretation

      1. 1.1

        Words shall have the meanings given to them in this

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