IP in (Canadian) Business Transactions


A good understanding of the intellectual property rights (IPRs) transferred or licensed in a commercial transaction is fundamental in ensuring that the intellectual property dealt with in the transaction is properly transferred or licensed and is not inadvertently put at risk.

Failing to comply with transaction-specific legal requirements for the transfer, licensing and treatment of intellectual property in business transactions – whether in the context of an acquisition or a licence agreement, in research and development agreements or supply agreements and even in standard employment or services agreements – can lead to costly and, sometimes, irrevocable mistakes.

This brief article (first published in PLC’s 2011 Cross-border IP and Business Transactions Handbook) provides a concise, structured overview of the requirements for obtaining, maintaining and exploiting IPRs in Canada (including patents, trade-marks, copyright, industrial design and confidential information), and provides answers to some of the most commonly asked questions regarding the assignment, transfer and licensing of intellectual property in commercial transactions.

The article also addresses other key requirements relating to the handling of intellectual property in commercial transactions including due diligence, representations and warranties, ownership of intellectual property rights in joint ventures, taking security in intellectual property, and provides important advice on tax, competition, advertising and employment law considerations regarding the use and exploitation of intellectual property in Canada.

A helpful overview of common questions regarding securing and enforcing intellectual property rights in Canada is also included.

This article was originally published in the PLC Cross-border IP in Business Transactions Handbook 2011/12 and is republished with the permission of the publisher.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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