{"componentChunkName":"component---src-templates-blog-post-ts","path":"/tips-on-what-to-look-for-when-reviewing-an-ip-transfer-agreement/","result":{"data":{"site":{"siteMetadata":{"title":"Clausehound Blog","author":"Joshua Koudys"}},"markdownRemark":{"id":"eb494769-29c5-5957-b451-47b02fc3e758","excerpt":"Prior to sending your drafted agreement to a counterparty of executing the agreement, it is important to thoroughly review the agreement for both content and…","html":"<p>Prior to sending your drafted agreement to a counterparty of executing the agreement, it is important to thoroughly review the agreement for both content and form. These are some of the key items that a drafter should keep in mind when reviewing an agreement. </p>\n<h3>1. Is the IP Transfer Agreement operational?</h3>\n<ul>\n<li>Are the clauses of the IP transfer agreement enforceable according to law?</li>\n<li>Are the correct parties included in the IP transfer agreement?</li>\n<li>Do the parties have signing authority?</li>\n</ul>\n<h3>2. Are the goals of the IP transfer agreement being achieved?</h3>\n<ul>\n<li>Is the intellectual property correctly described?</li>\n<li>Is there any additional intellectual property that need to be included in this agreement?</li>\n<li>Do the time lines correspond to realistic ability to perform the contract?</li>\n<li>Is the pricing clear?</li>\n<li>Is the ‘business’ properly defined for the purposes of confidentiality, non- solicitation and non-competition purposes?</li>\n<li>Has the non-assignable and non-transferable intellectual property been addressed in the agreement?</li>\n</ul>\n<h3>3. Are references throughout the agreement correct?</h3>\n<ul>\n<li>Example: (1) … with its principal place of business at [INSERT LOCATION] (the “Assignor”)</li>\n<li>Is the “Assignor” used correctly throughout the agreement?</li>\n</ul>\n<h3>4. Are capitalized terms properly defined?</h3>\n<h3>5. Is the correct legislation referenced in the agreement?</h3>\n<h3>6. Is the numbering consistent?</h3>\n<h3>7. Is all of the ‘boilerplate’ included/applicable?</h3>\n<ul>\n<li>Is there a governing law clause?</li>\n<li>Is there a dispute resolution or jurisdiction clause?</li>\n<li>Should time be of the essence in this agreement?</li>\n<li>Can the parties sign in counterparts?</li>\n<li>How is the agreement to be amended?</li>\n<li>Is this the entire agreement or should other documents/schedules also form part of the agreement?</li>\n</ul>\n<h3>8. Are all track changes &#x26; comments removed prior to sending to Counterparty?</h3>","frontmatter":{"title":"Tips On What To Look For When Reviewing An IP Transfer Agreement","date":"August 31, 2017","description":"Prior to sending your drafted agreement to a counterparty of executing the agreement, it is important to thoroughly review the agreement for both content and form. These are some of the key items that a drafter should keep in mind when reviewing an agreement.","author":{"id":"alva@clausehound.com","first":"Alva","last":"Ching","bio":null,"image":null},"tags":["aching","Playbooks"]}}},"pageContext":{"slug":"/tips-on-what-to-look-for-when-reviewing-an-ip-transfer-agreement/","previous":{"fields":{"slug":"/mapping-to-checklist-ip-transfer/"},"frontmatter":{"title":"Mapping to Checklist - IP Transfer","tags":["aching","Playbooks"],"author":{"id":"alva@clausehound.com","first":"Alva","last":"Ching"}}},"next":{"fields":{"slug":"/list-of-important-terms-in-an-ip-transfer-agreement/"},"frontmatter":{"title":"List of Important Terms in an IP Transfer Agreement","tags":["aching","Playbooks"],"author":{"id":"alva@clausehound.com","first":"Alva","last":"Ching"}}}}}}