EXPLANATORY NOTES FOR THE SALE OF INTELLECTUAL PROPERTY AGREEMENT (FOR SALE WITHIN THE REPUBLIC OF SOUTH AFRICA)

Do not use this agreement if the Purchaser is NOT a South African entity, as certain foreign exchange and Reserve Bank requirements kick in. Please contact a legal practitioner to draft a bespoke agreement in this regard, or wait for a precedent to be made available for sale on this site.

This is a robust agreement that has been drafted for entities (companies, trusts, close corporations, partnerships and natural persons) that are selling their intellectual property businesses assets. This agreement is a form of a SALE OF BUSINESS ASSETS AGREEMENT.

NOTE: this is an agreement for the sale of business  asetts and NOT for the sale of a business as such.

PLEASE NOTE this agreement must be used in conjunction either with the unilaterally-applicable confidentiality undertaking that the seller may require of the purchaser, or the bi-laterally applicable confidentiality agreement that both parties may require of each other; both of the latter legal documents are available on this site and their conclusion is a condition of the sale agreement. Please ensure that the necessary confidentiality document is purchased and executed PRIOR to the conclusion of the agreement. Please also ensure that the necessary individual confidentiality undertaking is purchased.

IT IS NECESSARY to ensure that the relevant confidentiality arrangements are in place, especially if the transaction does not go through. All necessary confidentiality undertakings (both corporate and individual) as well as confidentiality agreements are available for sale on this site at nominal prices.

This SALE OF INTELLECTUAL PROPERTY agreement:

  • is legally substantive (please feel free to look at the explanatory notes below and compare the substance of this agreement to others for sale elsewhere;
  • is bordered;
  • has pages numbered;
  • is fully justified;
  • has been meticulously spell-checked;
  • is extremely professional in its appearance;
  • has several drafting notes therein to guide a legal practitioner;
  • may be printed onto 12 A4 pages. (In the interests of the environment, it is suggested that the agreement rather be printed back to back on 6 pages.).

This SALE OF INTELLECTUAL PROPERTY agreement contains the following clauses:

  1. PARTIES
  2. INTERPRETATION AND DEFINITIONS
  3. RECORDAL
  4. SALE AND ASSIGNMENT OF INTELLECTUAL PROPERTY AND RELATIONSHIP BETWEEN THE PARTIES
  5. GOOD FAITH
  6. INSOLVENCY ACT PROVISIONS
  7. PURCHASE PRICE, RISK AND OWNERSHIP
  8. SELLER’S REPRESENTATIONS AND WARRANTIES
  9. LIENS
  10. CONFIDENTIALITY
  11. GOVERNING LAW AND JURISDICTION
  12. DISPUTE RESOLUTION
  13. DOMICILIUM AND NOTICES
  14. ASSIGNMENT
  15. SEVERABILITY
  16. APPLICABLE LAW
  17. ENTIRE AGREEMENT
  18. AMENDMENT OF AGREEMENT
  19. WAIVER OF BREACH
  20. SUCCESSORS AND ASSIGNS
  21. COUNTERPARTS
  22. STIPULATIO ALTERI

 

Please read carefully through the agreement and fill in all missing details; in preparing a signature document, please have regard to all the notes we have placed hereon to assist you with the conclusion of a professional, legally binding agreement.