IP Transactions and Contract Structuring

Structuring Your Intellectual Property to Create Long-Term Value

Intellectual property (IP) is at the core of innovation, brand identity, and business growth. Whether you are developing new technologies, forming commercial partnerships, or expanding into new markets, the way you manage and structure your IP rights in contracts is crucial to protecting your assets and unlocking their full economic potential.

We advise startups, creative professionals, research institutions, SMEs, and multinational corporations in all types of IP-driven transactions. Our firm offers comprehensive support in drafting, negotiating, and securing agreements involving the licensing, transfer, commercialization, and strategic use of intellectual property rights.

  • Licensing and Assignment of IP Rights

We structure and negotiate both inbound and outbound agreements involving the transfer or use of IP assets.

Our services include:

  • Technology Licensing: Agreements that allow third parties to use patented inventions, proprietary know-how,

    or software under controlled conditions.

  • Trademark Licensing: Structuring brand and franchise agreements with clear territorial and quality control provisions to preserve brand integrity.

  • Copyright Licensing: Author-publisher agreements, music rights deals, film and TV rights management, and digital content exploitation.

  • IP Assignments: Drafting and executing contracts to permanently transfer ownership of patents, trademarks, designs, or copyrights with proper representations and warranties.

We ensure that your licensing and transfer strategies comply with national and international legal standards and support your revenue and expansion goals.

  • Research, Development & Innovation Agreements

Innovation often involves co-creation and collaboration. We help you define who owns what, who can use what, and under which conditions — before any conflict arises.

  • Joint R&D Agreements

  • Technology Co-Development Contracts

  • Public-Private Partnership Agreements (PPPs)

  • University-Industry Collaboration Agreements

  • Software Development and Agile Project Contracts

We ensure that intellectual property generated in collaborative environments is properly attributed, protected, and usable without future disputes.

  • IP Due Diligence and Corporate Transactions

We support mergers, acquisitions, investments, and joint ventures by evaluating IP portfolios and structuring key transactional documents.

  • IP Due Diligence: Auditing the scope, validity, and ownership of IP assets, including registered and unregistered rights.

  • Asset Purchase Agreements and SPA Clauses: Drafting and reviewing IP provisions to ensure proper assignment and post-closing compliance.

  • Warranties, Indemnities, and Escrow Arrangements: Managing IP-related risks for buyers, sellers, and investors.

  • Capitalization of IP in Startups: Advising on how to structure and secure IP contributions from founders, developers, or licensors.

We work closely with your corporate, tax, and financial advisors to align the IP structure with your business strategy.

  • Software, Digital & IT Contracts

We assist clients in structuring technology agreements in the digital economy, where ownership and control of intangible assets are key.

  • Software Licensing (SaaS, PaaS, On-Premise)

  • Software Development and Maintenance Agreements

  • Cloud Services and Hosting Agreements

  • IT Outsourcing and System Integration Contracts

  • Data Ownership and Processing Clauses

  • Platform Terms and Digital Content Use Policies

We help protect your rights in source code, algorithms, interfaces, databases, and embedded content.

  • Confidentiality and Trade Secrets

We help safeguard your sensitive business information through robust contractual protections and legal enforcement tools.

  • Non-Disclosure Agreements (NDAs)

  • Mutual and One-Way Confidentiality Agreements

  • Trade Secret Clauses in Employment and Consultancy Contracts

  • Know-How Licensing and Technology Transfer

  • Litigation and Emergency Measures in Case of Misappropriation

We ensure that your confidential information remains protected in commercial negotiations, technical collaborations, and cross-border operations.

  • Assignments and Commercial IP-Driven Agreements

We advise clients in structuring and negotiating commercial transactions where intellectual property plays a central role. This includes full transfers of IP rights and broader business arrangements that rely on the use or exploitation of intangible assets.

(i) Assignments of IP Rights: We draft and execute IP assignment agreements covering:

  • Patents and utility models

  • Trademarks and trade names

  • Industrial designs

  • Copyrights, including software and creative works

Each assignment includes proper warranties, consideration clauses, and recordation procedures to ensure legal validity and enforceability.

(ii) Franchise Agreements: We assist franchisors and franchisees in structuring legally secure and commercially sound franchise agreements, addressing:

  • Brand and trademark licensing

  • Operational manuals and know-how protection

  • Quality control and compliance mechanisms

  • Confidentiality and non-compete obligations

  • International franchise rollout and regulatory compliance

(iii) Distribution and Reseller Agreements: We help IP owners structure commercial partnerships while preserving brand value and limiting liability:

  • Exclusive and selective distribution contracts

  • Authorized reseller and agency agreements

  • Marketing rights and trademark use clauses

  • Parallel import and grey market protection

  • IP safeguards during and after contract termination

(iv) Co-Branding, Sponsorship, and Marketing Agreements: We support brand collaboration initiatives involving the shared or coordinated use of intellectual property, including:

  • Trademark coexistence and co-branding terms

  • Shared content creation and usage rights

  • Reputation protection and brand alignment clauses

  • IP clauses in influencer, advertising, and sponsorship contracts

(v) OEM, White-Label, and Manufacturing Agreements: We protect your product designs, trademarks, and trade secrets in outsourced or third-party manufacturing scenarios:

  • Ownership and use of tooling, packaging, and product designs

  • IP safeguards against overproduction and unauthorized sales

  • Clauses restricting use of confidential materials post-contract