CONTENT
course content
Dates and times
14/05/2025: 17:00 - 19:00
16/05/2025: 17:00 - 19:00
21/05/2025: 17:00 - 19:00
23/05/2025: 17:00 - 19:00
28/05/2025: 17:00 - 19:00
30/05/2025: 17:00 - 19:00
04/06/2025: 17:00 - 19:00
Course content
Module 1: Introduction to IP Acquisition and Transfer in the Tech Sector
- Overview of intellectual property (IP) rights and their importance in tech companies, particularly start-ups.
- Key types of IP: Patents, trademarks, copyrights, and trade secrets, with relevance in tech-based businesses.
- Legal frameworks for IP transfers and acquisitions under Cypriot and EU law, focusing on regulatory compliance.
- The importance of conducting thorough IP due diligence before acquisition or transfer.
- Identifying risks in acquiring tech-based IP: Ownership issues, potential infringement, and third-party claims.
- Common pitfalls in drafting and negotiating IP transfer contracts for start-ups, and strategies to avoid them.
Module 2: Scenario Overview and Team Setup
- Introduction to a fictional case scenario involving the acquisition of key IP assets by a tech start-up.
- Explanation of IP types being transferred in the scenario: Patents, software, trademarks, and confidential information.
- Team-based assignments where participants represent either the buyer or seller of IP assets.
- Scenario variations: Full IP acquisition vs. partial licensing/transfer, and how these affect negotiations and contract terms.
Module 3: Key Terms and Initial Negotiations in IP Acquisition Contracts
- Detailed overview of critical IP transfer clauses: Assignment vs. licensing.
- Defining the scope of transferred IP: Exclusive vs. non-exclusive rights and their implications.
- Ensuring clear title to IP, with warranties and representations regarding ownership, infringement, and third-party rights.
- Drafting confidentiality and non-compete provisions to protect transferred IP.
- Key commercial terms: Purchase price, royalty structures, and milestone payments.
- Early-stage negotiation pitfalls: Unclear IP scope, undefined payment structures, and strategies to avoid them.
Module 4: Due Diligence in IP Acquisitions
- Conducting comprehensive due diligence on IP assets before acquisition: Verifying ownership, registration, and enforceability.
- Investigating potential infringements and third-party claims on patents, trademarks, and software.
- Assessing the validity of IP registrations (patents, trademarks, copyrights) and addressing potential issues.
- Understanding the impact of international IP regulations and jurisdictional issues in cross-border transactions.
- Practical exercise: Preparing a due diligence checklist for IP assets and drafting a due diligence report highlighting risks and recommendations.
Module 5: Drafting and Reviewing IP Acquisition Contracts
- Detailed review of IP transfer agreements: Assignment clauses, representations, warranties, and indemnities.
- Drafting effective assignment clauses to ensure full legal transfer of IP ownership.
- Overview of IP licensing options: Exclusive, non-exclusive, perpetual, or term-limited licenses.
- Allocating risk through indemnities and limitations of liability in IP contracts.
- Addressing joint ownership or shared IP: Drafting provisions for co-ownership and commercialization.
- Scenario-based activity: Drafting and negotiating key clauses of the IP acquisition contract, incorporating issues identified during due diligence.
Module 6: Closing and Executing IP Acquisition Contracts
- Legal formalities required for completing an IP transfer: Signing, delivery, and registration of the transferred IP.
- Regulatory filings necessary for IP transfers, including patent or trademark office notifications.
- Managing post-closing obligations: Further assurances, assistance with IP prosecution, or commercialization.
- Simulation of a closing meeting: Finalizing and executing the IP acquisition contract in teams, ensuring all legal and regulatory steps are followed.
Module 7: Integrating IP Acquisitions with the Cyprus IP Box Regime
- Overview of the Cyprus IP Box regime: Purpose, tax incentives, and strategic benefits for tech companies.
- Eligibility criteria for qualifying IP under the Cyprus IP Box regime: Patents, software copyrights, and other intellectual property.
- Understanding and applying the nexus approach within the IP Box regime for tax benefits.
- How IP acquisitions and transfers can benefit from tax reductions on income derived from qualifying IP.
- Structuring IP acquisition agreements to ensure compliance with IP Box requirements.
- Key provisions in IP acquisition agreements that affect IP Box qualification: Ownership, exclusivity, and commercialization.
- Common pitfalls to avoid in structuring IP deals for the IP Box.
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