IP warranties for asset purchase agreement—pro-seller

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

      Definitions

    2. Business

      1. means the business of [insert description of the business being sold/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 IPRs

      1. means [the Intellectual Property Rights owned and used by the Seller or any member of the Seller’s Group in connection with the Business[, including but not limited to [the [copyright, ][databases and associated database rights, ][designs, ][domain names, ][Patents (and associated Know-how), ][and trade marks] OR [insert list of any intellectual property rights that the buyer wishes to specifically identify and/or ensure are covered by the warranties]]] OR the Intellectual Property Rights identified as ‘Business IPRs’ in Schedule 1][ except for the Business Name];

        and, in each case:

        1. (a)

          whether registered or not;

        2. (b)

          including any applications to protect or register such rights;

        3. (c)

          including all renewals and extensions of such rights or applications;

        4. (d)

          whether vested, contingent or future; and

        5. (e)

          wherever existing[, but excluding any Excluded IPR];

      [Business Name

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