IP and IT Corporate Support
If you are a commercial lawyer, in-house or in a small to medium sized firm that specialises in business sales, mergers and acquisitions and corporate restructures you may be faced with a dilemma when it comes to specialised areas of law such as IP, IT and privacy law. Sometimes you may be able to rely on precedent documents and the risks that come with them.
If you are in private practice, to outsource such advice to a full service firm may run the risk of losing your client to them or result in your matter not getting the attention it deserves.
As a practice firmly focused on IP and IT law, we complement your offering and can provide prompt IP, IT and privacy law support when you need it. Generally, this includes providing:
- IP, IT and privacy law due diligence reports;
- advice and assistance on the IP, IT and privacy law provisions in various corporate documents;
- ancillary IP documents such as assignments and licenses;
- ancillary IT documents such as transitional services agreements; and/or
- post-signing and completion matters such as recording ownership and other details of transferred IP.
In relation to IP, IT and privacy law due diligence reports, we have a range of product offerings to suite the particular transaction and client’s level of comfort – whether it wants a full report, a “by exception” report or a report limited to a specific liability threshold.
Our advice on transfer of business documentation would include the transfer provisions relating to IP and IT assets. The nature of such provisions will depend on whether the transfer is to be effected by a sale of shares in a particular company or group of companies, or by way of a transfer of assets and where, in the corporate group, the IP of the transferring business is held. Depending on whether the transfer is arms-length or intra-group would also inform the level of warranty or indemnity protection and disclosure against such warranties.
In some business transfers it is not uncommon for both the seller and buyer to want (or need) to use the same IP, either for a transitional period (such as a brand) or for the duration of the IP right in question. In such situations, IP licences will need to be entered into to govern such arrangements. Also, in asset sales IP assignments will need to be drafted to effect the transfer of the IP from seller to buyer. Where they assign registered IP, the transfer of ownership and other details will need to be recorded on the appropriate IP registers.
Similarly, a business that is being sold will often not be able to operate on completion without access to the seller’s IT systems. The terms and conditions of the buyer’s use of the seller’s IT infrastructure is generally set out in transitional services agreements usually for a limited period, whilst the buyer transitions the target business to its IT infrastructure or sets up its own.
Call us today for IP AND IT SUPPORT on your corporate transactions.
This is how we've helped others
"Marshall IP Group has been assisting SAI Global with its trade mark, IT and other intellectual property agreements for over 4 years now. They have demonstrated a good understanding of our businesses and services and this commercial understanding is applied to the legal advice and assistance they have provided. They have shown expertise beyond their size and (regional) location and an ability to stand their ground against their City counterparts: you get the quality of a city law firm partner but you are not charged the big city law firm rates. They are pro-active, commercially sensible and this has given me, as a busy in-house Corporate Counsel and Company Secretary, peace of mind in relation to SAI Global’s national and international IP Portfolio and other legal needs. "Read More >
"Marshall IP Group has been a supporter of the iAccelerate from its very beginnings. iAccelerate is a state of the art incubator for start-ups and early stage technology businesses located at the University of Wollongong’s Innovation Campus. Marshall IP Group’s CEO, Tim Marshall, has provided thorough, thoughtful and insightful contributions to iAccelerate providing informative seminars, workshops and advice for many of iAccelerate’s companies. Marshall IP Group demonstrates a commitment to the innovation agenda for Australia and the Illawarra region. "Read More >
"Marshall Legal helped us out with a particularly nasty allegation of IP rights infringement. They quickly got to the nub of the problem and navigated the complex regime of trade marks and copyright law to diffuse the situation. Not only were the allegations withdrawn but we got our costs back. I would recommend Marshall Legal; not only did they get us a great result, they put our minds at ease throughout the proceeding."Read More >
"I am delighted to recommend Tim Marshall and the team at Marshall IP Group for all aspects of intellectual property and technology law. Marshall IP Group fills an important space in the legal market in regional Australia and Australian capital cities. The businesses that I am heavily involved in, RMB Lawyers and Unison Outsourcing, have both enjoyed excellent advice and customer service from Marshall IP Group in relation to trade marking our businesses and protecting our brand."Read More >
"Nobody likes to have to fight a court case and especially one against an internationally based company, but that was what we found ourselves facing in 2012. We were so lucky we found Tim Marshall of Marshall Legal. We highly recommend his services to anyone who wants a good business lawyer that gives good solid advice on all matters, including Intellectual property matters, trademarks and Patent attorneys who have proved invaluable to our business"Read More >
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