Intellectual Property in Asset/Stock Purchase Agreements

Brock, Jack

If you are purchasing a business, one of the most important assets you buy may be the intellectual property. In a business sale, the intellectual property includes, but is not limited to: patents, trademarks, copyrights, trade names, customer lists, and trade secrets. Many times, a buyer will seek market entry by purchasing a business and obtaining the goodwill this business has built over the years. Along with adding provisions in the Asset/Stock Purchase Agreement concerning the retention of key employees, it is important to include provisions concerning the intellectual property.

First, during your due diligence, you will want to discovery the types of intellectual property of the business. Second, your Agreement (whether it is a stock or asset sale) should include provisions about the transfer of the intellectual property. Third, you will want the seller to disclosure all of its intellectual property on the Seller Disclosure Schedules which should be attached to the Agreement, and incorporated by reference.

Intellectual Property is usually an important asset in a business purchase. If you are buying a business, remember to include provisions concerning Intellectual Property in your agreement and in your negotiations.

Disclaimer: The above does not constitute legal advice. If you are purchasing a business, you need to contact an attorney.

For help with intellectual property law questions or other civil litigation issues, call Jack Brock, II, Attorney with Colombo Kitchin Attorneys in Greenville, NC, at 252-321-2020.