[{"data":1,"prerenderedAt":521},["ShallowReactive",2],{"document-ip-sale-agreement-D964":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":36,"customDescModule":179,"customdescription":6,"mdFm":180,"mdProseHtml":520},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"INTELLECTUAL PROPERTY SALE AGREEMENT This Intellectual Property Sale Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [BUYER NAME] (the \"Buyer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Seller is the owner of certain Intellectual Property identified in detail in Schedule A and Schedule B attached to this Agreement; and WHEREAS, Buyer, wishes to irrevocably acquire the entire rights, title, and interest in the identified Intellectual Property and exploit such property. NOW, the parties intent to be legally bound and agree as follows: definitions \"Technology\" means any technology owned by Seller and sold to the Buyer, related to [PRODUCTS/SERVICES] including, without limitation, all Intellectual property Rights and Technical Information. \"Intellectual Property Rights\" means all Patents, Trade Marks, Copyrights, System Designs, and other intellectual property rights whether registered or not, owned by Seller and sold to the Buyer, relating to the Intellectual Property described in Schedule A. \"Documents\" includes all information fixed in any tangible medium of expression in whatever form or format, and copies thereof. \"Technical Information\" means all know-how and related technical knowledge of the Seller, relating to the Intellectual Property described in Schedule A including, without limitation: (a) All trade secrets and other proprietary know-how, public information, non-proprietary know- how and invention disclosures; (b) Any information of a technical or business nature regardless of its form; (c) All documented research, developmental, demonstration or engineering work; (d) All information that can be or is used to define a design or process or procedure, produce, support or operate material and equipment; (e) All other drawings, blueprints, patterns, plans, flow charts, equipment, parts lists, software and procedures, specifications, formulas, designs, technical data, descriptions, related instructions, manuals, records and procedures. sale and Assignment of intellectual property Seller hereby irrevocably sells and transfers to Buyer all rights, title, and interest (including but not limited to, all registration rights, all rights to prepare derivative works, all goodwill and all other rights), in and to the Intellectual Property. Consideration In consideration for the sale of rights and assignment set forth in Article 2, Buyer shall pay Seller the sum of [amount] payable no later than [TIME PERIOD] after this Agreement becomes effective, which means the full amount must be received by Seller before [DATE]. Following is the breakdown price of the items sold: [PRODUCT 1], [PRODUCT 2], [TRADE MARK 1], [ETC]. Representations and Warranties Seller represents and warrants to Buyer: (a) Seller has the right, power and authority to enter into this Agreement; (b) Seller is the exclusive owners of all right, title and interest in the Technology free of any security interest, charge or encumbrance; (c) Seller warrants that all documents, computer records, disks and other materials of any nature of kind containing the Technology or any portion thereof have been turned over to Buyer, and that Seller will not retain the Technology, or any portion thereof, in any form whatsoever after the closing of the within transaction except as specifically permitted hereunder; (d) The Intellectual Property does not infringe the rights of any person or entity; (e) There are no claims, pending or threatened, with respect to Seller's rights in the Intellectual Property; (f) This Agreement is valid, binding and enforceable in accordance with its terms; (g) Seller is not subject to any agreement, judgment or order inconsistent with the terms of this Agreement. 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NOW, THEREFORE, in consideration of the above premises and agreements herein contained, the preamble forming an integral part hereof, the parties agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: \"Affiliates\" means, with respect to a Party to this Agreement, any person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. The term \"control\" means possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person, whether through ownership of equity participation, voting securities, or beneficial interests, by contract, by agreement or otherwise. \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. \"Assigned Rights\" shall mean all rights and title in the Patent and all Intellectual Property Rights in the technology described in the Patent, in all countries. \"Improvements\" means innovations, inventions, ideas, designs, concepts, discoveries, techniques, works, processes, formulas, new derived material and modifications related to the Patent, whether or not patentable, copyrightable, or otherwise protectable as trade secrets or under any other intellectual property, conceived, brought to practice or developed by either Party after the date of this Agreement. \"Intellectual Property Rights\" includes all patents, trade marks, service marks, registered designs, integrated circuits topographies, including applications for any of the foregoing, and includes all copyrights, design rights, know-how, confidential information, trade secrets and any other similar rights in [COUNTRY] and in any other countries. \"Patent\" shall mean the patent described in recitals hereof and its counterpart applications in any country, now or thereafter owned by [YOUR COMPANY NAME] or to which [YOUR COMPANY NAME] otherwise acquires rights, including any patent application, divisional, continuation, provisional, reissue, re-examination, extension certificate, registration, renewal, confirmation and national phase entry application related to such Patent. ASSIGNMENT OF PATENT Subject to the terms and conditions contained in this Agreement, [YOUR COMPANY NAME] hereby irrevocably assigns to [COMPANY NAME] all rights and title and any other rights to the Patent as well as all Intellectual Property Rights in the technology described in the Patent, in all countries. The parties hereby recognize that any and all Intellectual Property Rights in any Improvements shall be held by [COMPANY NAME]. The parties hereby recognize that no Intellectual Property Rights are assigned, licensed or otherwise granted under this Agreement, save and except as explicitly stated in this Section 2. COMPENSATION In consideration of the Assigned Rights, [COMPANY NAME] agrees to pay [YOUR COMPANY NAME] the sum of [AMOUNT] (the \"Purchase Price\") payable upon the execution of this Agreement by all of the parties hereto. REPRESENTATIONS AND WARRANTIES The Guarantors represent and warrant on a joint and several basis to [COMPANY NAME] that: the Patent and [COMPANY NAME]'s use of the Patent does not, to the best knowledge of the Guarantors, infringe upon any patent, or any trademark, copyright, trade secret or other Intellectual Property Rights or proprietary right of any third party, and that there is currently no actual or threatened suit against [YOUR COMPANY NAME] by any third party based on an alleged violation of such right, and the Guarantors do not know of any basis for any such action; there are no outstanding assignments, grants, licenses, liens, encumbrances, obligations or agreements (whether written, oral or implied) regarding the Patent; [YOUR COMPANY NAME] has all rights, power and authority required in order to grant the Assigned Rights free and clear of all encumbrances or legal restrictions, in accordance with this Agreement; [YOUR COMPANY NAME] has good and marketable title to the Patent; there is no requirement for [YOUR COMPANY NAME] to obtain any other authorization, consent or approval from any third party as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement; Notwithstanding any investigation conducted prior to the execution of this Agreement, and notwithstanding implied knowledge or notice of any fact or circumstance which [COMPANY NAME] may have as a result of such investigation or otherwise, [COMPANY NAME] shall be entitled to rely upon the representations and warranties set forth herein and the obligations of [YOUR COMPANY NAME] hereto with respect to such representations and warranties shall survive the termination of this Agreement for any reason. The Guarantors, on a joint and several basis, shall indemnify and hold [COMPANY NAME] harmless from all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, \"Liabilities\"), that [COMPANY NAME] may suffer to the extent resulting from any claims, demands, actions or other proceedings made or instituted by any third party against [COMPANY NAME] and arising out of the use of the Patent, or related to the breach of any obligation or any representation and warranty under this Agreement, except for Liabilities arising out of the gross negligence or willful misconduct of [COMPANY NAME]. TERM AND TERMINATION This Agreement shall take effect upon the execution hereof by both parties hereto, and, unless sooner terminated as per paragraph 5.2 below, shall remain in effect until the expiration of the Patent. Upon any material breach or default under this Agreement by either Party, the other Party may give notice of such breach or default and, unless the same shall be cured within [NUMBER] days after delivery of such notice, then, without limitation of any other remedy available hereunder, such Party may terminate this Agreement immediately upon delivery of a notice of termination to the other Party at any time thereafter. The termination of this Agreement by either of the Parties shall be subject to all other rights and remedies available to the Parties hereunder or otherwise. NOTICE","Intellectual Property Assignment",80,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-assignment-D5229.png","https://templates.business-in-a-box.com/imgs/250px/5229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5229.xml",{"title":6,"description":6},[94,96],{"label":17,"url":95},"business-legal-agreements",{"label":97,"url":98},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":105,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":111,"keywords":110,"url":116},"INTELLECTUAL PROPERTY LICENSE AGREEMENT This Intellectual Property License Agreement (\"Agreement\") is entered into effect as of [DATE], BETWEEN: [LICENSOR'S NAME], (\"Licensor\"), an individual with their main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [LICENSEE'S NAME], (\"Licensee\") an individual with their main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PURPOSE OF THE AGREEMENT The Licensor, the owner of certain intellectual property rights, agrees to grant the Licensee a license to use, and, if applicable, modify, the intellectual property as described herein. DEFINITIONS 2.1 Intellectual Property: The intellectual property licensed under this Agreement, including but not limited to patents, copyrights, trademarks, trade secrets, and any related rights. GRANT OF LICENSE 3.1 The Licensor grants the Licensee a [Non-Exclusive/Exclusive] license to use the intellectual property, as described in Exhibit A attached hereto. 3.2 The Licensee is permitted to use the intellectual property for the purpose outlined in Exhibit A, and for the duration of this Agreement. LICENSE FEE 4.1 In consideration for the license granted herein, the Licensee shall pay the Licensor a license fee as specified in Exhibit A. 4","Intellectual Property License Agreement","4",513,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-license-agreement-D13718.png","https://templates.business-in-a-box.com/imgs/250px/13718.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13718.xml",{"title":110,"description":6},"intellectual property license agreement",[112,113],{"label":17,"url":95},{"label":114,"url":115},"License Agreements","license-agreement","/template/intellectual-property-license-agreement-D13718",{"description":118,"descriptionCustom":6,"label":119,"pages":120,"size":105,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":126,"keywords":125,"url":131},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":125,"description":6},"non disclosure agreement nda",[127,128],{"label":17,"url":95},{"label":129,"url":130},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":133,"descriptionCustom":6,"label":134,"pages":135,"size":136,"extension":10,"preview":137,"thumb":138,"svgFrame":139,"seoMetadata":140,"parents":141,"keywords":146,"url":147},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[142,143],{"label":17,"url":95},{"label":144,"url":145},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":149,"descriptionCustom":6,"label":150,"pages":151,"size":152,"extension":10,"preview":153,"thumb":154,"svgFrame":155,"seoMetadata":156,"parents":157,"keywords":161,"url":162},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[158],{"label":159,"url":160},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":164,"descriptionCustom":6,"label":165,"pages":166,"size":167,"extension":10,"preview":168,"thumb":169,"svgFrame":170,"seoMetadata":171,"parents":172,"keywords":177,"url":178},"CUSTOM SOFTWARE DEVELOPMENT AGREEMENT This Custom Software Development Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [CUSTOMER NAME] (the \"Customer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Developer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS WHEREAS Customer wishes to [DESCRIBE NEEDS TO BE ADDRESSED], and wants to hire Developer to develop these custom software packages, and; WHEREAS Developer desires to develop these custom software packages for Customer: NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending, to be legally bound, agree as follows: Purpose of Agreement Customer desires to retain Developer as an independent contractor to develop the computer software (the \"Software\") described in the Functional Specifications contained in Exhibit A attached to and made part of this Agreement. Developer is ready, willing and able to undertake the development of the Software and agrees to do so under the terms and conditions set forth in this Agreement. Preparation of Development Plan Developer shall prepare a development plan (\"Development Plan\") for the Software, satisfying the requirements set forth in the Functional Specifications. The Development Plan shall include: Detailed Specifications for the Software; A listing of all items to be delivered to Customer under this Agreement (\"Deliverables\"); A delivery schedule containing a delivery date for each Deliverable; and A payment schedule setting forth the amount and time of Developer's compensation. ACCEPTANCE OF DEVELOPMENT PLAN Developer shall deliver the Development Plan to Customer by [DEVELOPMENT PLAN DEADLINE]. Customer shall have [NUMBER] days to review the Development Plan. Upon approval of the Development Plan by Customer, it will be marked as Exhibit B and will be deemed by both parties to have become a part of this Agreement and will be incorporated by reference. Developer shall then commence development of Software that will substantially conform to the requirements set forth in the Development Plan. If the Development Plan is in Customer's reasonable judgment unsatisfactory in any material respect, Customer shall prepare a detailed written description of the objections. Customer shall deliver such objections to Developer within [NUMBER] days of receipt of the Development Plan. Developer shall then have [NUMBER] days to modify the Development Plan to respond to Customer's objections. Customer shall have [NUMBER] days to review the modified Development Plan. If Customer deems the modified Development Plan to be unacceptable, Customer has the option of terminating this Agreement upon written notice to Developer or permitting Developer to modify the Development Plan again under the procedure outlined in this paragraph. If this Agreement is terminated, the obligations of both parties under it shall end except for Customer's obligation to pay Developer all sums due for preparing the Development Plan and the ongoing obligations of confidentiality set forth in the provision of this Agreement entitled \"Confidentiality.\" Payment for Development Plan If the Development Plan is not accepted by Customer and Customer terminates this Agreement, Developer shall be entitled to compensation on a time and materials basis at an hourly rate of [HOURLY RATE] plus expenses to the date of termination. Developer shall submit an invoice detailing its time and expenses preparing the Development Plan. If the invoice amount is less than the amounts paid to Developer prior to termination, Developer shall promptly return the excess to Customer. If the invoice amount exceeds the amounts paid to Developer prior to termination, Customer shall promptly pay Developer the difference. However, Developer's total compensation for preparing the Development Plan shall not exceed [AMOUNT]. Payment [TIME AND MATERIALS AGREEMENT] Developer shall be compensated at the rate of [RATE] per hour [OR \"day,\" \"week,\" \"month\"]. Payment will be made within [NUMBER OF DAYS] days of Developer's submission of an invoice for work completed. [OPTIONAL: \"Unless otherwise agreed upon in writing by Customer, Customer's maximum liability for all services performed during the term of this Agreement shall not exceed [MAXIMUM AMOUNT].\"] OR [FIXED PRICE AGREEMENT] The total contract price shall be set forth in the Development Plan. Customer shall pay the Developer the sum of [INITIAL AMOUNT] upon execution of this Agreement and the sum of [AMOUNT IF PLAN APPROVED] upon Customer's approval of the Development Plan. The remainder of the contract price shall be payable in installments according to the payment schedule to be included in the Development Plan. Each installment shall be payable upon completion of each project phase by Developer and acceptance by Customer in accordance with the provision of this Agreement entitled \"Acceptance Testing of Software.\" Payment of Developer's Costs Customer shall reimburse Developer for all out-of-pocket expenses incurred by Developer in performing services under this Agreement. Such expenses include, but are not limited, to: All communications charges Costs for providing conversion services for converting Customer's database Media costs Travel expenses other than normal commuting, including airfares, rental vehicles, and highway mileage in company or personal vehicles at [cents per mile] Other expenses resulting from the work performed under this Agreement. Developer shall submit an itemized statement of Developer's expenses. Customer shall pay Developer within [NUMBER] days from the date of each statement. Late Fees Late payments by Customer shall be subject to late penalty fees of [%] per month from the due date until the amount is paid. Materials Customer shall make available to Developer, at Customer's expense, the following materials, facilities and equipment: [LIST] These items will be provided to Customer by [DATE]. Changes in Project Scope If at any time following acceptance of the Development Plan by Customer, Customer should desire a change in Developer's performance under this Agreement that will alter or amend the Specifications or other elements of the Development Plan, Customer shall submit to Developer a written proposal specifying the desired changes. Developer will evaluate each such proposal at its standard rates and charges. Developer shall submit to Customer a written response to each such proposal within [NUMBER] working days following receipt thereof. Developer's written response shall include a statement of the availability of Developer's personnel and resources, as well as any impact the proposed changes will have on the contract price, delivery dates or warranty provisions of this Agreement. Changes to the Development Plan shall be evidenced by a \"Development Plan Modification Agreement.\" The Development Plan Modification Agreement shall amend the Development Plan appropriately to incorporate the desired changes and acknowledge any effect of such changes on the provisions of this Agreement. The Development Plan Modification Agreement shall be signed by authorized representatives of Customer and Developer, whereupon Developer shall commence performance in accordance with it. Should Developer not approve the Development Plan Modification Agreement as written, Developer will so notify Customer within [NUMBER] working days of Developer's receipt of the Development Plan Modification Agreement. Developer shall not be obligated to perform any services beyond those called for in the Development Plan prior to its approval of the Development Plan Modification Agreement.","Custom Software Development Agreement","16",116,"https://templates.business-in-a-box.com/imgs/1000px/custom-software-development-agreement-D787.png","https://templates.business-in-a-box.com/imgs/250px/787.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#787.xml",{"title":6,"description":6},[173,176],{"label":174,"url":175},"Software & Technology","software-technology-business",{"label":174,"url":175},"custom software development agreement","/template/custom-software-development-agreement-D787",false,{"seo":181,"reviewer":194,"legal_disclaimer":198,"quick_facts":199,"at_a_glance":201,"personas":205,"variants":230,"glossary":255,"clauses":289,"how_to_fill":339,"common_mistakes":380,"faqs":405,"industries":433,"comparisons":450,"diy_vs_lawyer":464,"jurisdictions":477,"related_template_ids_curated":498,"schema":507,"classification":508},{"meta_title":182,"meta_description":183,"primary_keyword":184,"secondary_keywords":185},"Free IP Sale Agreement Template – Word & PDF","Free IP sale agreement template to transfer ownership of patents, trademarks, copyrights, or trade secrets. Used in 190+ countries.","ip sale agreement template",[186,187,188,189,190,191,192,193],"intellectual property sale agreement","ip transfer agreement template","intellectual property assignment agreement","ip purchase agreement template","patent sale agreement template","trademark sale agreement template","ip sale agreement free download","intellectual property transfer contract",{"name":195,"credential":196,"reviewed_date":197},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":200,"legal_review_recommended":198,"signature_required":198,"notarization_required":179},"advanced",{"what_it_is":202,"when_you_need_it":203,"whats_inside":204},"An IP Sale Agreement is a legally binding contract that permanently transfers ownership of intellectual property — patents, trademarks, copyrights, trade secrets, or software — from a seller to a buyer for an agreed purchase price. This free Word download gives you a structured, attorney-reviewed starting point you can edit online and export as PDF for execution by both parties.\n","Use it when a founder is selling IP assets to an acquirer, when a business divests a product line that includes registered IP, or when an individual creator sells ownership of a work outright to a company. It is also used in M&A transactions where IP is carved out and transferred separately from the main business purchase.\n","The agreement covers the parties and a precise description of the IP being sold, the purchase price and payment structure, seller representations and warranties about ownership and freedom from encumbrances, assignment and recordal obligations, transition assistance, indemnification, and governing law. Together these clauses create a complete, enforceable record of the transfer.\n",[206,210,214,218,222,226],{"title":207,"use_case":208,"icon_asset_id":209},"Startup founders","Selling a patent portfolio or brand assets to an acquirer as part of an exit","persona-startup-founder",{"title":211,"use_case":212,"icon_asset_id":213},"Independent inventors","Transferring patent rights to a manufacturer or investor for a lump sum","persona-inventor",{"title":215,"use_case":216,"icon_asset_id":217},"Creative professionals","Permanently selling copyright in software, artwork, or written works to a client","persona-freelancer",{"title":219,"use_case":220,"icon_asset_id":221},"Corporate development teams","Acquiring competitor IP assets or technology rights outside a full M&A deal","persona-corporate-development",{"title":223,"use_case":224,"icon_asset_id":225},"Small business owners","Selling a branded product line — including trademark and trade dress — to a buyer","persona-small-business-owner",{"title":227,"use_case":228,"icon_asset_id":229},"Technology companies","Divesting legacy software or domain assets no longer core to the product roadmap","persona-cto",[231,234,237,240,244,247,251],{"situation":232,"recommended_template":7,"slug":233},"Permanently transferring all IP rights to a buyer for a fixed price","ip-sale-agreement-D964",{"situation":235,"recommended_template":38,"slug":236},"Granting permission to use IP without transferring ownership","ip-license-agreement-D13357",{"situation":238,"recommended_template":239,"slug":233},"Assigning IP created by an employee to the employer","IP Assignment Agreement (Employee)",{"situation":241,"recommended_template":242,"slug":243},"Assigning IP created by a contractor to the hiring company","Intellectual Property Assignment Agreement","intellectual-property-assignment-D5229",{"situation":245,"recommended_template":134,"slug":246},"Transferring IP as part of the sale of an entire business","asset-purchase-agreement-D928",{"situation":248,"recommended_template":249,"slug":250},"Collaboratively developing IP with a defined ownership split","Joint Development Agreement","joint-development-agreement-standard-D887",{"situation":252,"recommended_template":253,"slug":254},"Licensing IP to a franchisee under a franchise system","Franchise Agreement","franchise-agreement-D879",[256,259,262,265,268,271,274,277,280,283,286],{"term":257,"definition":258},"Intellectual Property (IP)","Creations of the mind — inventions, literary works, designs, symbols, and trade secrets — protected by law through patents, copyrights, trademarks, or trade secret statutes.",{"term":260,"definition":261},"Assignment","The permanent, outright transfer of ownership of IP rights from one party (the assignor) to another (the assignee), as opposed to a license, which is temporary permission to use.",{"term":263,"definition":264},"Encumbrance","Any lien, security interest, license grant, or third-party claim that limits the seller's ability to freely transfer full ownership of the IP.",{"term":266,"definition":267},"Representations and Warranties","Factual statements made by each party at the time of signing — for example, that the seller actually owns the IP and has not already licensed it exclusively to a third party.",{"term":269,"definition":270},"Recordal","The formal filing with a government registry (USPTO, EUIPO, CIPO, or IPO) to update official ownership records to reflect the new owner after an IP transfer.",{"term":272,"definition":273},"Freedom to Operate","A legal determination that using, selling, or transferring a piece of IP will not infringe the valid rights of any third party.",{"term":275,"definition":276},"Goodwill","The commercial value associated with a trademark or brand — including customer recognition and reputation — which typically transfers together with the mark in a sale.",{"term":278,"definition":279},"Indemnification","A contractual obligation by one party to compensate the other for losses, damages, or legal costs arising from a specified event, such as a third-party IP infringement claim.",{"term":281,"definition":282},"Purchase Price Allocation","The breakdown of the total consideration paid across individual IP assets, required for tax reporting and accounting treatment in most jurisdictions.",{"term":284,"definition":285},"Prior Art","Any existing public disclosure, publication, or prior patent that may limit the scope or validity of a patent being sold — material information a seller is typically required to disclose.",{"term":287,"definition":288},"Transition Assistance","Post-closing support provided by the seller to help the buyer understand, register, or begin using the transferred IP, such as providing documentation, source code, or technical know-how.",[290,295,300,305,310,315,320,325,329,334],{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Parties and recitals","Identifies the seller and buyer as legal entities, states the date of the agreement, and provides brief background on why the transfer is taking place.","This IP Sale Agreement ('Agreement') is entered into as of [DATE] between [SELLER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Seller'), and [BUYER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Buyer').","Using a trade name or personal name instead of the registered legal entity — if the named party does not legally own the IP, the transfer has no effect on official registry records.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Description and schedule of IP assets","Defines precisely which IP is being sold by listing each asset — patent numbers, trademark registration numbers, copyright registration numbers, and any unregistered IP — in a schedule attached to the agreement.","Seller hereby sells and assigns to Buyer all right, title, and interest in and to the intellectual property assets listed in Schedule A, including without limitation: Patent No. [NUMBER], registered trademark '[MARK]' (Reg. No. [NUMBER]), and all associated goodwill.","Describing IP broadly as 'all software and related IP' without a specific schedule — vague descriptions lead to disputes about what was actually transferred and create chain-of-title problems during future due diligence.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Purchase price and payment terms","States the total consideration, whether it is paid as a lump sum or in installments, the currency, and any conditions that must be met before payment is released.","Buyer shall pay Seller a total purchase price of $[AMOUNT] USD, payable as follows: (a) $[AMOUNT] upon execution of this Agreement; (b) $[AMOUNT] upon completion of all recordal filings set out in Section [X].","Failing to tie payment milestones to recordal completion — if the full price is paid upfront and the seller later delays filing the assignment at the patent office, the buyer has no leverage to compel action.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Representations and warranties of seller","The seller confirms it owns the IP outright, has authority to sell, has not granted conflicting licenses, is not aware of third-party infringement claims, and knows of no prior art that would invalidate the assets.","Seller represents and warrants that: (a) Seller is the sole and exclusive owner of the IP Assets; (b) the IP Assets are free and clear of all encumbrances; (c) Seller has not granted any license, sublicense, or other rights in the IP Assets to any third party; and (d) Seller is not aware of any pending or threatened claim challenging the validity or ownership of the IP Assets.","Accepting bare 'as-is' representations for a high-value patent portfolio without requiring the seller to warrant freedom from encumbrances — undisclosed licenses survive the transfer and bind the buyer.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Representations and warranties of buyer","The buyer confirms it has authority to enter the agreement and has the financial capacity to pay the purchase price.","Buyer represents and warrants that: (a) Buyer has full legal authority to enter into and perform this Agreement; and (b) Buyer has the financial resources to pay the purchase price in accordance with the payment schedule.","Omitting buyer warranties entirely — while seller reps are more critical, a buyer warranty of authority protects against scenarios where the buyer's signatory lacked corporate authorization.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Assignment, recordal, and further assurances","Obligates the seller to execute all documents needed to record the ownership change at every relevant IP registry and to cooperate with future filings the buyer may need.","Seller shall, promptly following execution of this Agreement and at Buyer's expense, execute and deliver all documents and take all actions reasonably required to record the assignment of the IP Assets with the United States Patent and Trademark Office, the Copyright Office, and any other applicable registry.","No deadline or cost-allocation for recordal — sellers who are not responsible for costs or subject to a deadline routinely delay filings for months, leaving the buyer as the unrecognized legal owner in official records.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Transition assistance and know-how transfer","Requires the seller to provide documentation, technical knowledge, source code, or training for a defined period to help the buyer effectively use the transferred IP.","For a period of [X] days following Closing, Seller shall provide up to [X] hours of technical assistance per week to assist Buyer in understanding and implementing the IP Assets, including delivery of all documentation, source code, design files, and technical specifications in Seller's possession.","No transition assistance clause for technology or software IP — buyers often find the IP unusable without the seller's tacit technical knowledge, and there is no contractual mechanism to compel help after closing.",{"name":278,"plain_english":326,"sample_language":327,"common_mistake":328},"Each party agrees to compensate the other for losses arising from a breach of their respective representations, warranties, or obligations — including third-party IP infringement claims triggered by the seller's prior use.","Seller shall indemnify, defend, and hold harmless Buyer from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) any breach of Seller's representations or warranties; or (b) any claim that Seller's use of the IP Assets prior to Closing infringed any third party's intellectual property rights.","Capping indemnification at the purchase price without carving out fraud or willful misrepresentation — a seller who knowingly conceals an encumbrance should not benefit from a contractual liability cap.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Confidentiality","Prohibits both parties from disclosing the terms of the transaction and any confidential information exchanged during due diligence, for a defined period after closing.","Each party agrees to keep the terms of this Agreement and all Confidential Information disclosed during negotiation or due diligence strictly confidential for a period of [X] years following Closing, except as required by law or with the prior written consent of the other party.","No confidentiality clause at all — a seller who publicizes the sale price can trigger competitor awareness of the buyer's technology strategy or alert third parties to make competing claims against the IP.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes are resolved — arbitration, mediation, or litigation in a named court.","This Agreement is governed by the laws of the State of [STATE], without regard to its conflict-of-law principles. Any dispute arising under this Agreement shall be resolved by binding arbitration administered by [AAA / JAMS] in [CITY, STATE], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law jurisdiction with no connection to where either party is located or where the IP is registered — some jurisdictions have mandatory rules that apply regardless of the contract's choice-of-law clause.",[340,345,350,355,360,365,370,375],{"step":341,"title":342,"description":343,"tip":344},1,"Identify the parties using their registered legal entity names","Enter the full registered corporate or legal name for both seller and buyer — not a brand name or personal name. Confirm that the named entity is the one that actually holds ownership of record at the relevant IP registry.","Run a USPTO or EUIPO ownership search before completing this section — the registered owner may differ from the company you are negotiating with if an assignment was never recorded.",{"step":346,"title":347,"description":348,"tip":349},2,"Build Schedule A with a complete IP asset list","List every asset being transferred: patent numbers and jurisdiction, trademark registration numbers and class, copyright registration numbers, and a plain-language description of any unregistered trade secrets or know-how included in the sale.","If the deal includes pending applications, list them separately and specify what happens if a pending application is refused after closing.",{"step":351,"title":352,"description":353,"tip":354},3,"Set the purchase price and payment milestones","Enter the total consideration, currency, and payment schedule. Tie installment payments to verifiable events — execution, recordal at the USPTO, and delivery of source code or documentation — rather than calendar dates.","For high-value transfers, consider an escrow arrangement where the final payment is released only upon confirmed recordal of the assignment.",{"step":356,"title":357,"description":358,"tip":359},4,"Tailor the seller representations to the IP type","Review each representation in the seller warranty section and confirm accuracy for every asset in Schedule A. Add specific disclosures for any known limitations — existing non-exclusive licenses, co-inventor claims, or prior art issues — in a disclosure schedule.","A disclosure schedule that accurately lists known exceptions protects the seller from breach-of-warranty claims while giving the buyer a clear picture of what they are acquiring.",{"step":361,"title":362,"description":363,"tip":364},5,"Specify recordal obligations and deadlines","Name the specific registries where assignment filings are required (USPTO, Copyright Office, CIPO, EUIPO, national trademark offices) and set a deadline of no more than 30 days from closing for each filing.","Assign responsibility for filing costs explicitly — buyers typically bear recordal fees, but leaving this ambiguous creates delays.",{"step":366,"title":367,"description":368,"tip":369},6,"Define the scope and duration of transition assistance","If the IP includes software, manufacturing processes, or technical know-how, set the number of hours of post-closing assistance, the delivery format (documentation, code repository, or calls), and a specific end date.","Cap the seller's obligation at a fixed number of hours to avoid open-ended support requests that the seller did not price into the transaction.",{"step":371,"title":372,"description":373,"tip":374},7,"Review indemnification caps and carve-outs","Set the overall indemnification cap as a percentage of the purchase price. Carve out fraud, willful misrepresentation, and third-party infringement claims from the cap so these are subject to full liability.","An indemnification survival period of 18–36 months is standard for most IP sale transactions; patent warranty claims often survive longer given the complexity of validity challenges.",{"step":376,"title":377,"description":378,"tip":379},8,"Execute before recording and confirm notarization requirements","Both parties must sign and date the agreement before any registry filing is made. Some jurisdictions (including the USPTO for certain filings) require notarization or a declaration under penalty of perjury.","Use a timestamped e-signature platform and retain execution copies centrally — chain-of-title disputes in future M&A due diligence are common when execution records are missing.",[381,385,389,393,397,401],{"mistake":382,"why_it_matters":383,"fix":384},"Vague IP description with no schedule","A clause transferring 'all intellectual property related to the product' without a schedule is unenforceable as written — courts require sufficient certainty to identify what was transferred, and registry officials will reject an assignment without specific registration numbers.","Attach a numbered Schedule A listing every asset by registration number, jurisdiction, filing date, and status. Update it during due diligence if new assets are identified.",{"mistake":386,"why_it_matters":387,"fix":388},"Paying the full purchase price before recordal","If the seller delays or refuses to file the assignment at the patent office after receiving full payment, the buyer is the beneficial owner but not the legal owner of record — exposing the buyer to challenges from the seller's creditors or future claimants.","Structure at least 20–30% of the purchase price as a post-recordal payment or use an escrow that releases automatically upon confirmation of all registry filings.",{"mistake":390,"why_it_matters":391,"fix":392},"No disclosure schedule for existing licenses","A non-exclusive license granted before the sale survives the transfer and binds the buyer — if the seller does not disclose it and the buyer discovers it post-closing, the IP is worth materially less than the buyer paid.","Require the seller to attach a disclosure schedule listing every license, sublicense, covenant not to sue, and security interest affecting the IP assets before signing.",{"mistake":394,"why_it_matters":395,"fix":396},"Omitting transition assistance for technical IP","Patents, trade secrets, and software often carry embedded know-how that is not fully captured in the registered documentation — without a post-closing assistance obligation, the buyer may acquire assets they cannot practically use.","Include a transition assistance clause specifying minimum hours of support, documentation delivery requirements, and a clear end date for the seller's obligations.",{"mistake":398,"why_it_matters":399,"fix":400},"Choosing an inappropriate governing law","An IP sale agreement governed by a jurisdiction with no connection to the parties or the registered IP can lead to courts refusing to apply the chosen law and substituting local mandatory rules, invalidating key provisions.","Use the law of the jurisdiction where the buyer is headquartered, or where the primary IP assets are registered, and confirm with counsel that the chosen law does not conflict with mandatory statutory rules at either party's location.",{"mistake":402,"why_it_matters":403,"fix":404},"No survival clause for representations and warranties","Without a survival clause, representations expire on closing — meaning a buyer who discovers an undisclosed encumbrance six months after signing has no contractual remedy against the seller.","Include a survival clause specifying that representations and warranties survive for at least 18–36 months post-closing, with a longer period (or indefinite survival) for fundamental representations such as ownership and authority.",[406,409,412,415,418,421,424,427,430],{"question":407,"answer":408},"What is an IP sale agreement?","An IP sale agreement is a legally binding contract that permanently transfers ownership of intellectual property — patents, trademarks, copyrights, trade secrets, or software — from a seller to a buyer in exchange for a purchase price. Unlike a license, which grants temporary permission to use IP while ownership stays with the original owner, a sale agreement extinguishes all of the seller's ownership rights and vests them fully in the buyer. The agreement is typically followed by formal assignment filings at the relevant IP registries.\n",{"question":410,"answer":411},"What is the difference between an IP sale agreement and an IP license agreement?","A sale agreement permanently transfers ownership — the seller retains no rights after closing. A license agreement allows the licensee to use the IP for a defined period, territory, and purpose while the licensor keeps ownership. An IP sale is the equivalent of selling a house; a license is renting it. If you want to monetize IP while keeping future options open, license it. If you are exiting a product line or technology area entirely, sell it.\n",{"question":413,"answer":414},"Does an IP sale agreement need to be recorded at a government registry?","Yes, in most jurisdictions a patent or trademark assignment must be recorded with the relevant national registry to be effective against third parties. In the US, patent assignments should be recorded with the USPTO within three months of execution to establish priority over subsequent claims. Trademark assignments should be recorded with the USPTO to update the chain of title. Copyright assignments do not require registration but benefit from recordal with the US Copyright Office to provide constructive notice.\n",{"question":416,"answer":417},"What IP can be sold under an IP sale agreement?","Any form of intellectual property can be sold: utility and design patents, pending patent applications, registered and unregistered trademarks, copyright in software, creative works, and databases, trade secrets and proprietary know-how, domain names, and mask works. The agreement should specifically identify each asset type in a schedule and confirm whether associated goodwill (for trademarks) and documentation (for trade secrets) are included.\n",{"question":419,"answer":420},"Can I sell IP that is jointly owned with another inventor or creator?","Jointly owned IP generally requires the consent of all co-owners before a full transfer can be made. In the US, a joint patent owner can license their interest without the other owner's consent but cannot assign the entire patent without all owners joining the transfer. Before entering an IP sale agreement, confirm that the seller is either the sole owner or has obtained written consent from all co-owners for the transfer.\n",{"question":422,"answer":423},"What representations should a seller make in an IP sale agreement?","A seller should typically represent that it is the sole and exclusive owner of the IP, the assets are free from liens and encumbrances, no conflicting licenses have been granted, there are no pending or threatened infringement or invalidity claims, the IP does not infringe any third party's rights to the seller's knowledge, and all maintenance fees and renewal fees have been paid. Any known exceptions should be disclosed in a separate disclosure schedule attached to the agreement.\n",{"question":425,"answer":426},"How is the purchase price structured in an IP sale agreement?","Purchase price structures vary widely. Common approaches include a single lump-sum payment at closing, installment payments tied to recordal milestones or delivery obligations, an upfront payment plus royalties on future revenue generated from the IP, or an earnout tied to the buyer's commercialization results. For most small-business and founder transactions, a lump-sum payment with a portion held in escrow pending recordal is the most practical structure.\n",{"question":428,"answer":429},"Do I need a lawyer to complete an IP sale agreement?","For a straightforward transfer of a single trademark or copyright between domestic parties at a modest purchase price, a well-drafted template is typically sufficient. Legal review is strongly recommended when the transfer involves patents, trade secrets with significant commercial value, cross-border parties, or a high purchase price with complex indemnification. The cost of a 2–4 hour attorney review ($600–$1,500) is small relative to the risk of an undisclosed encumbrance or a failed recordal on a six-figure IP portfolio.\n",{"question":431,"answer":432},"What happens to existing licenses after an IP sale is completed?","Licenses granted by the seller before the closing date generally survive the transfer and bind the buyer. The buyer steps into the seller's position as licensor. This is why it is critical for the seller to disclose all existing licenses in the agreement — undisclosed licenses can significantly reduce the practical value of the IP acquired and may constitute a breach of the seller's representations and warranties.\n",[434,438,442,446],{"industry":435,"icon_asset_id":436,"specifics":437},"Technology / SaaS","industry-saas","Software copyright, patent portfolios covering algorithms or architectures, and domain assets are routinely sold as part of acqui-hires, pivots, or technology divestitures.",{"industry":439,"icon_asset_id":440,"specifics":441},"Consumer Products and Retail","industry-retail","Trademark and trade dress transfers are common when a brand or product line is sold to a new owner, requiring goodwill assignment alongside the registered mark.",{"industry":443,"icon_asset_id":444,"specifics":445},"Life Sciences and Medtech","industry-healthtech","Patent portfolios covering drug compounds, medical devices, or diagnostic methods are sold with extensive representations about freedom to operate and regulatory filing history.",{"industry":447,"icon_asset_id":448,"specifics":449},"Creative and Media","industry-creative","Copyright in music, film, photography, and literary works is transferred outright by independent creators to publishers, studios, or brand licensors under IP sale structures.",[451,454,457,460],{"vs":38,"vs_template_id":452,"summary":453},"intellectual-property-license-agreement-D13260","A license agreement grants the buyer permission to use the IP for a defined scope, territory, and period — ownership stays with the licensor. An IP sale agreement permanently transfers full ownership to the buyer. Use a license when you want recurring royalty income or to retain future rights; use a sale when you are exiting the IP entirely and want a clean break.",{"vs":242,"vs_template_id":455,"summary":456},"intellectual-property-assignment-agreement-D965","An IP assignment agreement is typically used to transfer IP created by an employee or contractor to the hiring company, often for nominal or no consideration as part of an employment or services relationship. An IP sale agreement is a commercial transaction between independent parties, with a negotiated purchase price, full due diligence representations, and transition assistance obligations.",{"vs":134,"vs_template_id":458,"summary":459},"asset-purchase-agreement-D13564","An asset purchase agreement transfers a broad set of business assets — inventory, equipment, contracts, and IP — as a bundle. An IP sale agreement covers only the intellectual property assets and is the appropriate document when IP is being sold separately from an ongoing business, or when IP is carved out of a broader M&A transaction for a standalone transfer.",{"vs":461,"vs_template_id":462,"summary":463},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","An NDA protects confidential information exchanged during negotiations but does not transfer any ownership rights. It is typically signed before an IP sale agreement to govern the due diligence process. Both documents are often used together: the NDA covers the negotiation phase, and the IP sale agreement executes the transfer once terms are agreed.",{"use_template":465,"template_plus_review":469,"custom_drafted":473},{"best_for":466,"cost":467,"time":468},"Transfers of a single trademark, domain name, or copyright between domestic parties at a purchase price under $25,000","Free","1–2 hours",{"best_for":470,"cost":471,"time":472},"Patent transfers, multi-asset portfolios, cross-border transactions, or deals with installment payments and escrow","$600–$1,500 for a 2–4 hour attorney review","3–5 business days",{"best_for":474,"cost":475,"time":476},"High-value patent portfolios, life-sciences IP with regulatory filing history, or IP transfers embedded in complex M&A transactions","$3,000–$10,000+ depending on complexity and jurisdiction","2–4 weeks",[478,483,488,493],{"code":479,"name":480,"flag_asset_id":481,"note":482},"us","United States","flag-us","Patent assignments must be recorded with the USPTO within three months of execution to establish priority over subsequent bona fide purchasers for value. Trademark assignments must include a transfer of the goodwill associated with the mark to be valid. Copyright assignments must be in writing and signed by the assignor under 17 U.S.C. § 204. Purchase price allocation across assets is required for tax purposes under IRC § 1060.",{"code":484,"name":485,"flag_asset_id":486,"note":487},"ca","Canada","flag-ca","Patent assignments must be registered with the Canadian Intellectual Property Office (CIPO) to be effective against subsequent purchasers. Trademark assignments under the Trademarks Act must be recorded with CIPO. Quebec transactions involving IP may be subject to Civil Code of Quebec rules on transfer of rights, which differ from common-law assignment principles. GST/HST implications should be reviewed for asset transfers.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"uk","United Kingdom","flag-uk","Under the Patents Act 1977, a patent assignment must be in writing and signed by the assignor to be effective. UK Intellectual Property Office registration of the assignment is not mandatory but is strongly recommended to protect against third-party claims. Post-Brexit, assignments affecting both UK and EU trademarks require separate filings with the UK IPO and the EUIPO. Stamp Duty Land Tax does not apply to IP transfers, but VAT treatment should be reviewed.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"eu","European Union","flag-eu","EU trademark and design assignments must be recorded with the EUIPO to be effective against third parties; the EUIPO charges a recordal fee per mark. In most EU member states, written form is required for patent and copyright assignments. GDPR considerations arise if the IP being transferred includes personal data sets or training data. Some member states — including Germany and France — impose mandatory moral rights protections for authors that cannot be fully waived or transferred even in an outright sale.",[243,499,462,246,500,501,502,254,503,504,505,506],"intellectual-property-license-agreement-D13718","independent-contractor-agreement-D160","custom-software-development-agreement-D787","joint-venture-agreement-D889","employment-agreement_at-will-employee-D541","letter-of-intent_acquisition-of-business-D5197","checklist-customer-due-diligence-D13916","confidentiality-agreement-D950",{"emit_how_to":198,"emit_defined_term":198},{"primary_folder":95,"secondary_folder":509,"document_type":510,"industry":511,"business_stage":512,"tags":513,"confidence":519},"intellectual-property-and-licensing","agreement","general","all-stages",[514,515,516,517,518],"intellectual-property","contract","ip-sale","asset-transfer","licensing",0.95,"\u003Ch2>What is an IP Sale Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>IP Sale Agreement\u003C/strong> is a legally binding contract that permanently transfers full ownership of intellectual property — including patents, trademarks, copyrights, trade secrets, and software — from a seller to a buyer in exchange for an agreed purchase price. Unlike a license, which grants temporary permission to use IP while the original owner retains title, an IP sale agreement extinguishes the seller's rights entirely and vests them in the buyer from the closing date forward. The agreement defines precisely which assets are being transferred, the consideration and payment structure, the seller's representations about clear title, and the obligations both parties must fulfil to record the change of ownership at every relevant government registry.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written IP sale agreement, a transfer of intellectual property has no legal force — in most jurisdictions, an oral or implied assignment of a patent or copyright is ineffective and unenforceable. A buyer who pays for IP without a signed agreement has no documented basis to claim ownership, record the transfer at the USPTO or EUIPO, or defend against a future competing claim from the seller's creditors. Equally, a seller without a formal agreement retains ongoing exposure to infringement liability for the buyer's use of the IP after payment is made. Undisclosed licenses, co-inventor claims, and unpaid maintenance fees routinely surface after informal transfers and destroy the commercial value of the acquired assets. This template provides the complete contractual framework — asset schedule, representations, recordal obligations, transition assistance, and indemnification — that turns an informal handshake into a defensible, registry-backed transfer of ownership.\u003C/p>\n",1780924361614]