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Licensing & Intellectual Property Transactions

Due Diligence

Intellectual property assets are often among the most valuable, if not the most valuable, assets in the purchase and sale of a business. Accordingly, it is an important principle of intelligent IP for a purchaser of a business to retain a qualified lawyer to conduct due diligence on the business' intellectual property assets to mitigate any risk the purchaser may be assuming by purchasing those assets.

Our lawyers are experienced in assisting clients, including other lawyers, with copyright and trade-mark due diligence when a business' assets are acquired or sold. Our services include:

  • Identifying all Canadian copyright and trade-mark registrations and pending applications used in or associated with the acquired business, as well as any deadlines for trade-mark applications and registrations. 
  • Identification of non-registered Canadian copyright and trade-marks. 
  • Reviewing the vendor's title to all copyrights and trade-marks used in or associated with the acquired business in Canada.
  • Determining the products on which each trade-mark associated with the acquired business is used, including compare actual usage of the marks with registered goods and services. 
  • Identifying Canadian litigation that may affect the Canadian copyright and trade-marks associated with the acquired business.

If a transaction involves due diligence for copyrights and trade-marks outside of Canada, we can liaise with our network of foreign law firms to assist our clients.


Licensing & Distribution

Licensing and distribution are important mechanisms for making money from your intellectual property. Our goal is to combine the current law with your business' reality to create robust licensing and distribution agreements which are crucial for intelligent IP - monetization and protection.

Our lawyers have assisted clients with copyright and trade-mark licensing and distribution issues, in and outside of the franchising context, for clients in diverse industries such as apparel, computer software, cosmetics, greeting cards, food products, home health care products pharmaceuticals, restaurants and stock photography. Our experience includes drafting, negotiating and reviewing:

  • Copyright license agreements. 
  • Distribution agreements.
  • Trade-mark license agreements.

We have experience in distribution, copyright and trade-mark licensing disputes in the event our clients require those services. Our litigation experience also assists our lawyers in drafting robust distribution and license agreements.