IP warranties for asset purchase agreement—pro buyer

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

  • Schedule 1Intellectual Property rights
  • Schedule 2Warranties

  1. 1

    Definitions and interpretation

    1. 1.1

      In this Agreement [unless the context otherwise requires]:

    2. Business

      1. means the business of [insert description of the business being sold or bought] operated by the Seller and all other activities including those ancillary or incidental to or in connection with such business as carried on by the Seller;

      Business Information

      1. means all data, information, know-how and techniques in any form (whether in writing or otherwise and including in computerised form) and wherever situated used by the Seller in connection with the Business that relate to:

        1. (a)

          any goods bought, manufactured produced, distributed or sold or services obtained or provided as part of the Business and the sale and marketing of such goods or services (including any and all customer lists); and

        2. (b)

          the operation, management or administration (including financial) of the Business including without limitation operations, processes, formulae, methods, plans, strategy, product information, design rights, trade secrets, market opportunities, customer lists, commercial relationships, marketing, sales materials and general business affairs), and which are for the time being confidential to the Business;

      Business IPRs

      1. means [the Intellectual Property Rights owned and used by the Seller or any member of the Seller’s Group in connection with

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