Intellectual Property Due Diligence Checklist

The following is a non-exhaustive list of information to be requested/obtained when conducting an intellectual property (IP) due diligence review of a company (the “Company”) for a commercial transaction. Documents and/or information should be requested for both the Company and its subsidiaries, if any.

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Intellectual Property Due Diligence Checklist

The following is a non-exhaustive list of information to be requested/obtained when conducting an intellectual property (IP) due diligence review of a company (the “Company”) for a commercial transaction. Documents and/or information should be requested for both the Company and its subsidiaries, if any.

Download Template
Start Due Diligence With DealRoom
Start Integration With DealRoom

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What Tasks does the 

Intellectual Property Due Diligence Checklist

 Include

Intellectual Property Due Diligence Template

IP due diligence checklist items:

  • Patents and Trademarks
  • Domain Names
  • Licensing Agreements - Incoming
  • Licensing Agreements - Outgoing
  • Jointly-Owned IP
  • Infringement
  • IP Restrictions
  • IP Litigation
  • IP Development
  • Description of all IP used or created by the Group indicating the countries in which the IP subsists and details of any registration and applications and any matters likely to affect its register ability or enforceability; respective documents (patents, with patent specifications and patent registrations, trademark registrations, extracts of the Commercial Register, utility models and design patents
  • Details of the owner of the IP (if owned by the Group, state whether acquired or developed in-house)
  • Where the IP belongs solely or also partially to third parties, copies of any licence or copies/details of any other arrangement under which it is used by the Group
  • Where the IP is not used exclusively in the business of the Group, details of the circumstances in which it is used and by whom and copies of any licences
  • Copies of IP licences granted by the Group to third parties
  • Copies of research and development agreements to which the Group is a party
  • List of inventions and technical proposals of improvement by employees of the Group including details of claims for compensation already made/likely to be made and the likely value of any pay-outs; list of inventors (names), information about the operational practice (formal notification proceeding/formal acceptance proceeding), time of notification by employee, confirmation of notification, time of acceptance of the invention (and respective copies)
  • Description of all computer systems (meaning computer software and hardware, including peripherals and data and voice communications equipment and facilities) used or created by the Group, within the last three years (“Computer Systems”), including details of site and purpose of operation
  • Details of hardware and software comprised in the Computer Systems, stating in each case whether owned by the Group, licensed or leased to the Group, and whether used exclusively by and in relation to the business of the Group, and copies of any licences and other arrangements
  • In relation to software comprised in the Computer Systems other than off-the-shelf software which is not material to the Group, details of whether acquired or developed in-house and, where not owned by the Group, copies of all relevant licences
  • Copies of computer software related agreements to which the Group is a party including:
  • Support and maintenance agreements
  • Facilities management or other outsourcing agreements (whether involving a third party or the Seller or a company or business being retained by the Seller)
  • Details of the performance of the Computer Systems over the last two years (including details of any viruses, defects in functioning, inability to meet current needs, material bugs) and details of any disaster recovery arrangements
  • Details of existing or threatened litigation or other dispute resolution proceedings involving the Group with regard to the infringement or validity of owned or third party IP or the Computer Systems within the last three years or any circumstances which might give rise to such litigation or proceedings
  • Details of whether and how any licences, agreements or arrangements referred to in this paragraph 4 may be affected by the acquisition, including licences, agreements or arrangements which will require notice or consent, and licences, agreements or arrangements which will become terminable, as a result of the acquisition.
  • Details of IP data protection registrations or notifications by or in relation to the business of the Group
  • Details of any Group or business policies on data protection and the recording, monitoring and use of the telephone system, e-mail system and internet access
  • Copies of any intra-Group data protection agreements, any other agreements, codes or other written arrangements under which personal data are exported outside the EEA, processing agreements or standard form data processing clauses whether or not the processing is done within or outside the EEA
  • Copies of any standard form of data protection consent obtained by the Group
  • Details of any material correspondence, dispute, enquiry, notice, undertaking or enforcement action with or taken by any regulatory authority or a third party (such as data subject) in relation to data protection within the last three years
  • Details of compliance with security measures to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access (including security documents)

FAQ

What Is Due Diligence?

Due diligence is a critical aspect of any deal that begins very early in the process and can continue right up until closing. During due diligence, the potential buyer asks questions and requests documentation from the seller that helps the buyer understand the target company and its business. These requests are usually general to start and become more specific as the buyer develops a greater understanding of the target. Buyers use the information provided by the seller to evaluate the opportunities and risks associated with the potential transaction. It is important for sellers to stay organized throughout the process. Buyers often submit thorough, detailed request lists that require input from numerous members of the seller’s deal team.

What is a due diligence checklist?

As the name implies, a due diligence request list is a list of questions and requests for information and documentation that a buyer submits to a seller in order to learn about the target company, its business and its operations. The initial diligence request list tends to be broad and typically includes an extensive list of questions covering a wide range of subjects. This allows the buyer to gain a broad understanding of the target company and identify key issues that can be investigated and considered more closely. Because every deal is different, due diligence request lists have to be tailored to meet the needs of the buyer and address the unique circumstances of your transaction.
However, there is a variety of fundamental requests that are relevant in most deals. These are the types of requests that our templates are designed to address.

What Questions Does the Master Due Diligence Questionnaire Include?

As the name implies, a due diligence request list is a list of questions and requests for information and documentation that a buyer submits to a seller in order to learn about the target company, its business and its operations. The initial diligence request list tends to be broad and typically includes an extensive list of questions covering a wide range of subjects. This allows the buyer to gain a broad understanding of the target company and identify key issues that can be investigated and considered more closely. Because every deal is different, due diligence request lists have to be tailored to meet the needs of the buyer and address the unique circumstances of your transaction.
However, there is a variety of fundamental requests that are relevant in most deals. These are the types of requests that our templates are designed to address.

Key considerations when using our m&a due diligence template

Our templates are drafted to provide an inclusive and wide-ranging list of initial due diligence requests. However, the templates, as well as the information contained therein, are not legal advice. They are not complete, and they are not specific to your transaction. The templates are designed to elicit general information from the seller that will provide the buyer with a broad overview of the target and it’s business and operations. You should review any template before using it, and it may need to be modified to ensure that it is suitable and relevant to your circumstances. Information provided by the seller will likely trigger additional questions that focus on specific aspects of the target’s business and issues identified during the due diligence process.

Are the requests in the template comprehensive?

No. Our Due Diligence Checklist is drafted to include typical requests that are relevant in most transactions. However, every deal and every target company is unique. Before utilizing any template, it is important that you review it with the help of your legal and other professional advisors to ensure that the requests are complete and tailored to the specific circumstances of your deal.

How to use the template with Dealroom

  • Start 14-day Free Trial of DealRoom and sign-up
  • Select a Master Due Diligence Template while creating a new room
  • Start assigning, adding to, and completing due diligence requests with needed documents by uploading them into the built-in virtual data room. The Requests tab is automatically populated with the requests from the due diligence template.

Can I change requests in this checklist or add new?

Every M&A process is different. Downloaders are urged to make these checklists their own by changing the providing information to better fit their needs.

Does this questionnaire provide all the necessary integration information?

This checklist was created by and for M&A professionals. It includes a comprehensive starting point for the integration process. However, every deal is different and may require additional requirements and tasks.

How to use this template with DealRoom?

  • Start 14-day Free Trial of DealRoom and sign-up
  • Select an Integration Template while creating a new workspace
  • Start planning, assigning, adding to, and completing integration tasks. The Requests tab is automatically populated with the tasks from the integration template.

Key considerations when using our m&a due diligence template

Our templates are drafted to provide an inclusive and wide-ranging list of initial due diligence requests. However, the templates, as well as the information contained therein, are not legal advice. They are not complete, and they are not specific to your transaction. The templates are designed to elicit general information from the seller that will provide the buyer with a broad overview of the target and it’s business and operations. You should review any template before using it, and it may need to be modified to ensure that it is suitable and relevant to your circumstances. Information provided by the seller will likely trigger additional questions that focus on specific aspects of the target’s business and issues identified during the due diligence process.

Are the requests in the template comprehensive?

No. Our Due Diligence Checklist is drafted to include typical requests that are relevant in most transactions. However, every deal and every target company is unique. Before utilizing any template, it is important that you review it with the help of your legal and other professional advisors to ensure that the requests are complete and tailored to the specific circumstances of your deal.

How to use the template with Dealroom

  • Start 14-day Free Trial of DealRoom and sign-up
  • Select a Master Due Diligence Template while creating a new room
  • Start assigning, adding to, and completing due diligence requests with needed documents by uploading them into the built-in virtual data room. The Requests tab is automatically populated with the requests from the due diligence template.

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