Intellectual Property Due Diligence Playbook

Accurately assess the value of intellectual property during a transaction with our pre-built due diligence template. Book a playbook demo to explore — schedule a call with us and we will reach out to help you get started.

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Due Diligence

What Tasks does the

Intellectual Property Due Diligence Playbook

Include

Trademark

Identify the Owner, Assignee, Assignor, licensee or licensor.
Examine if its registered or unregistered.
Identify if it has pending or abandon applications.
Secure information if national or foreign Trademark applications.
Review the target (IP of the company), related company and predecessor company.
Determine if there are any interest record against the title.
Review copies of all cease and desist or demand letters related to Trademark.
Provide copies of all agreements under which the IP asset is granted the right to use IP owned by a third party.
Collate and review all agreements related to Trademarks.

Copyrights

Secure all agreements pertaining to Copyrights.
Identify the Ownership and related companies.
Identify the Scope of Rights (Exclusive or Non-Exclusive).
Check the registration and assignments of copyright in proper order.
Review the Rights to transfer or was transferred by the entity.
Identify and check the grant effective including dates and coverage of the copyright.
Determine if there are encumbrances or liens with the IP asset.
Review contracts granting or receiving licenses related to Intellectual Property rights.

Patent

Specify all assets covered by Patents and confirm markings.
Check and verify the Patent number.
Identify national and foreign application.
Determine the current owner, previous owner/company, or multiple owners who has right with the asset.
Check and verify the Provincial Personal Property Registry.
Confirm status of application (payment, terms and validity).
Identify blocking Patents ( Right to use Vs, Exclude).
Review Patent with pending , abandoned and licenses applications and notice letters.
Review offensive actions or claims against the Intellectual property asset.
Review all legal opinions (freedom to operate, invalidity, non-infringement) and notices.

Domain names

Collate all registration records.
Secure all service agreement and other related documents.
Identify and review the status of registration and renewal of the recognizable sign.
Verify all the record owners as well as its backgrounds.

Industrial designs

Identify the creator of the design.
Check the visual appearance of the product/design.
Furnished all the agreements and review the exclusive rights.
Check the title and date of registration.
Examine if its registered, pending applications, abandoned applications and licenses
Confirm term including extensions of the industrial design.
Confirm payment of maintenance fees and annuities.
Confirm the status of applications in terms of published date and date for action.

Trade secrets policies

Check and confirm the ownership background.
Secure and review all Employment Agreements and Non Disclosure Agreements.
Analyze the practices of dissemniation of information.
Scrutinize the Notices to Employees of Confidential Nature.
Analyze Development Issues, process of recognizing, capturing of the IP assets.

Goodwill

Review the brand and value of the asset.
Examine the Customer base or relationship.
Look over with the reputation with the intellectual Property asset.
Review all settlement agreements concerning IP asset.

IP Documentation

Prepare and check all sections of purchase agreement, scope of transfer, representations and warranties.
Make sure it is good and marketable title.
Ensure there were no judgments and liens with the title.
Check and disclose all the own rights to customer information, supplier information or other list included in the IP assets being sold.
Prepare all Disclosure Schedules and itemize all contracts related to IP asset.

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?

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

Are the requests in the template comprehensive?

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.

Intellectual Property Due Diligence Playbook

Download now free

This template comes with Single Project plan and above

Automate your process today with this M&A checklist.

Utilizing a checklist is just step one. In order to have a seamless process, M&A checklists need to be utilized with the proper deal workflow tool.

‍Request a demo to learn how you can turn a checklist into an automated process and workflow with the DealRoom platform. With DealRoom, you can tackle any type of due diligence.

Requests

Documents

Groups

Analytics

Overview

Progress

Timeline

Filter

All Requests

Export

Identify the Owner, Assignee, Assignor, licensee or licensor.
Examine if its registered or unregistered.
Identify if it has pending or abandon applications.
Secure information if national or foreign Trademark applications.
Review the target (IP of the company), related company and predecessor company.
Determine if there are any interest record against the title.
Review copies of all cease and desist or demand letters related to Trademark.
Provide copies of all agreements under which the IP asset is granted the right to use IP owned by a third party.
Collate and review all agreements related to Trademarks.

Secure all agreements pertaining to Copyrights.
Identify the Ownership and related companies.
Identify the Scope of Rights (Exclusive or Non-Exclusive).
Check the registration and assignments of copyright in proper order.
Review the Rights to transfer or was transferred by the entity.
Identify and check the grant effective including dates and coverage of the copyright.
Determine if there are encumbrances or liens with the IP asset.
Review contracts granting or receiving licenses related to Intellectual Property rights.

Specify all assets covered by Patents and confirm markings.
Check and verify the Patent number.
Identify national and foreign application.
Determine the current owner, previous owner/company, or multiple owners who has right with the asset.
Check and verify the Provincial Personal Property Registry.
Confirm status of application (payment, terms and validity).
Identify blocking Patents ( Right to use Vs, Exclude).
Review Patent with pending , abandoned and licenses applications and notice letters.
Review offensive actions or claims against the Intellectual property asset.
Review all legal opinions (freedom to operate, invalidity, non-infringement) and notices.

Collate all registration records.
Secure all service agreement and other related documents.
Identify and review the status of registration and renewal of the recognizable sign.
Verify all the record owners as well as its backgrounds.

Identify the creator of the design.
Check the visual appearance of the product/design.
Furnished all the agreements and review the exclusive rights.
Check the title and date of registration.
Examine if its registered, pending applications, abandoned applications and licenses
Confirm term including extensions of the industrial design.
Confirm payment of maintenance fees and annuities.
Confirm the status of applications in terms of published date and date for action.

Check and confirm the ownership background.
Secure and review all Employment Agreements and Non Disclosure Agreements.
Analyze the practices of dissemniation of information.
Scrutinize the Notices to Employees of Confidential Nature.
Analyze Development Issues, process of recognizing, capturing of the IP assets.

Review the brand and value of the asset.
Examine the Customer base or relationship.
Look over with the reputation with the intellectual Property asset.
Review all settlement agreements concerning IP asset.

Prepare and check all sections of purchase agreement, scope of transfer, representations and warranties.
Make sure it is good and marketable title.
Ensure there were no judgments and liens with the title.
Check and disclose all the own rights to customer information, supplier information or other list included in the IP assets being sold.
Prepare all Disclosure Schedules and itemize all contracts related to IP asset.

Prepare for your due diligence

DealRoom’s intellectual property diligence template is designed to help teams have an efficient due diligence process from the beginning. By providing your team with a pre-made professional diligence checklist, you can get a jump start on fulfilling diligence requests.

The template can act as a guide for common IP diligence requests. And when you use a diligence tracker inside DealRoom, everything will be in one centralized space.