Austria, Czech Republic, Poland, Hungary and Slovakia.
A buyer will expect a company to be able to articulate clearly:
- Who was involved in the development of your IP and the contractual conditions under which it was developed. Defective IP ownership (provisions) almost always needs fixing before closing a sale, so undertaking a review in advance will help smooth the process and avoid a potential situation where the deal is held up or jeopardised at a later stage.
- What open-source software ("OSS") or copyleft components are contained in, distributed with, or used in the development of your IP and the terms governing their use. Certain OSS licences require, as a condition of use, that changes to the code are made available free of charge for use by others in a collaborative manner. Increasingly, buyers are using "Black Duck scans" to identify OSS in software code, which often means a remediation process is needed. A comprehensive register of all OSS used by the business should be kept.
- How the company manages infringement risk. In particular, has the company properly registered all of its registrable IP (trademarks, patents, design rights) and does it have in place a process for monitoring, identifying and resolving possible infringements? Where possible IP infringement has been identified, this should be adequately resolved by the business ahead of any sale. For unregistrable IP (e.g., trade secrets), can the company show appropriate procedures to prevent its dissemination?