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    IP Due Diligence Checklist   (Page 5 of 14)


    The following pages contain a detailed due diligence checklist that has been compiled from many years of M&A projects.

     

    While this is one of the most extensive and comprehensive due diligence checklists available for free on the internet, you should consult your lawyer and investment banker as they will likely have a few additional suggestions.

    V. INTELLECTUAL PROPERTY RIGHTS & PRODUCT INFORMATION

    1. Schedule of all trademarks, service marks, trade names, copyrights and patents that relate to the products, services, operations or names of the Company.
       
    2. For each product presently or previously marketed, or presently being developed, by the Company or its Subsidiaries:

      a) the name of each individual who performed work on the product, its documentation, and/or its enhancements and modifications;

      b) the status of each such individual when the work on the product was performed and whether such individual signed an agreement with the Company assigning all rights in such work to the Company;

      c) any and all information concerning the development of the product, including whether the product is based, in whole or in part, on any other product, public domain, open source or otherwise; and

      d) any reviews or critiques o
      f the product.
       
    3. All agreements concerning confidentiality, nondisclosure and assignment of inventions with employees, contractors, visitors or other parties.
       
    4. Date of first use of all unregistered trademarks, and date on which copies of any material copyright first released to the public.
       
    5. All documents concerning registration of trademarks and service marks, including registration certificates, applications, correspondence and searches, and the results of any trademark or service mark searches conducted by the Company.
       
    6. All documents concerning registration of patents, patent applications, and the results of any patent searches conducted by the Company.
       
    7. All R & D agreements, including agreements with independent contractors who participated in development of any product.
       
    8. All agreements and documents concerning assignment, purchase, sale or license of proprietary rights, royalties or maintenance, including patents, copyrights, trade secrets, and trademarks.
       
    9. Manual or other written documents detailing the procedures for maintaining the secrecy of trade secrets.
       
    10. Copies of all “End User License Agreements” associated with any products delivered.
       
    11. Copies of all escrow agreements or descriptions of escrow agreements relating to any computer source code.
       
    12. Blank form of end user agreements.
       
    13. Documents relating to claims or disputes concerning products, services or proprietary rights owned or used by the Company.
       
    14. Product literature distributed to the public over the last 2 years.
       
    15. Product maintenance logs and error reports for the last 12 months.
       
    16. A schedule of any exclusive rights granted by the Company.
       
    17. All agreements with computer on-line service providers and internet access providers relating to services or data provided by or to the Company.
       
    18. Copies of all agreements with third parties relating to the development of company products and software.

     




     

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