Nothing in this article should be construed as legal advice.

A preliminary consideration in transferring rights of intellectual property is whether the transaction should be a license or a sale. More often than not, the buyer and seller of intellectual property seek a licensing agreement. If you are interested in a sale or assignment, whether you are the buyer or seller, it is important to have an agreement that expresses the representations and warranties related to the intellectual property. In addition, there are tax issues that play a role in the optimal structuring of the transaction. Searches and due diligence are appropriate on the buyer side, usually in proportion ot the price of the intellectual property. The due diligence process is intended to find out everything about the property, including pending litigation (nobody wants to buy a lawsuit) or other factors that could impact its value. If you have any lenders participating in the purchase of the intellectual property rights, this could impact the optimal structuring of the transaction.

As for the agreement itself, a clear and precise description of the property is fundamental to its functioning. This description needs to be clear to a court, not just the parties to the agreement, should litigation ever occur. This description should be accomplished by an attorney who is familiar with the type of intellectual property that is being sold.

Bryan Springmeyer is a web programmer as well as an attorney. He programs mostly in PHP and MySQL, but also writes in Perl, JavaScript, ActionScript, XML, CSS, and HTML. This familiarity enables him to fully represent his clients' interests in Intellectual Property transactions. If you are interested in buying or selling intellectual property, please contact us.