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Intellectual Property Due Diligence Checklist

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)
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Intellectual Property Due Diligence Checklist

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)
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