IP and Software Due Diligence

If you’re like most businesses, problems start way back in time. Getting in the revenue wins the priority contest. 

As businesses build, assets are created that add value to the business.

Identify IP assets you already have with a business IP audit.

What do IP Audits do for you?

They find value. Value that you don't have now.

If you don’t know about the IP rights in your business, you can’t add them to your bottom line.

Intellectual property rights found can be assessed, protected or ignored.

You can decide whether it’s worth the effort to protect what you find. 

New Options

Once you know what you have and what you don’t want, you can choose to exclude it from a sale or licensing. And maybe keep it in reserve if you think you will need it later.

Open up licence arrangements where none previously existed. Negotiate a new deal. Licence it.

Keep it within the business to add to the bottom-line after it’s valued.

IP Asset Leakage

Spotting IP rights means that you make conscious decisions not to fritter away valuable rights. Rather than leaving it to chance.

Cull bad habits that lose you IP rights and devise an IP management system and an intellectual property strategy.

IP in Business 

If you’re a seller, you’ll probably want to as part of an IP audit report to:

1. make sure you own the rights you think you do
2. make plans to correct problems with ownership
3. avoid problems recurring in the future. Know what needs to be done to preserve them
4. know about IP rights jointly owned with someone else – so that you can do something about it
5. find out whether someone is using your IP without your knowledge. Don’t think Google is the answer.

Buyers and Investors 

Buyers and investors usually want to know about:

1. gaps in the chain of title which compromise what you pay money for
2. security interests in property you are interested in – and if it can be released easily, if at all
3. intellectual property assets that are not owned by whom they should be
4. when IP rights expire
5. whether IP rights have been misused in the past. Ugly skeletons.
6. whether IP value is dependent on continuing intellectual property contracts and licences – which can be terminated
7. restrictions on permitted uses of intellectual property
8. whether unwanted exclusivity arrangements exist
9. non-competition arrangements
10. whether they will get caught up in intellectual property litigation

Make it harder for them to pick holes in your business to talk down the value of your business.

Lay it out on a platter. Make investors’ and buyers’ lives easier.

Look like what you know what you’re doing. Whether you do know or not is another matter.

Intellectual Property Management

The sort of things that makes all of this happen is commercially… tedious. That is what it takes to identify different types of intellectual property rights. It is important work. 

If it is not done, bad things can follow. Sometimes you're none wiser.

To protect the value you have in your business, we can have an intellectual property solicitor:

1. Check everyone’s understanding matches what is said on trade mark registers
2. Discover whether contracts have fleeced you of important rights and value
3. Verify intellectual property agreements actually completed properly and reflect the legal reality
4. Check filing dates and registration numbers to check what should be registered is registered
5. Know your deadlines for renewal
6. What needs to be done to preserve them, if you want to keep them
7. Get into a position to deliver an IP Register and the documentation to back it up. The sale might go more smoothly with fewer hitches as a result.

Not knowing how to handle IP rights loses value.

Fix problems before they really matter.

Intellectual property audits:

1. Add assets already in your business to boost its core value.
2. Consolidate your records that you can track assets and think through your protection strategy clearly.
3. Avoid crisis management and minimise catastrophes.
4. Plan your IP management internally and manage your rights with process and oversight
5. Detect parts of business processes that leak IP rights
6. Unearth intellectual property clauses in agreements that do not serve your business well
7. Cull bad habits that lose you IP rights

They also help you answer some important questions:

• Are assets are worth valuing or not?
• Are you infringing anyone else’s intellectual property rights? Detect infringements of your intellectual property rights which devalue your own business through loss of exclusivity

Decide what to do about it

Where there are shortfalls:

1. Start using trade marks properly
2. Adopt practices to make sure others do not come too close to you your use
3. Avoid technical misuse of IP rights which lose you rights
4. Deliberately place infringement notices and warnings
5. Register rights it make it riskier for your competitors to take advantage of your IP weaknesses
6. Follow intellectual property management checklists and IP audit templates to avoid near misses in the future.

Become a less easy target for exploitation.

Make it harder for others to take your rights away from you.

We have reviewed contracts to find mishandled IP rights spirited away in joint venture agreements, so-called "strategic cooperation agreements", and confidentiality agreements. The landmines are everywhere.

Self IP Audits

Is there a magic formula to get it right? Not that we know of.

It’s knowing where to look for and the questions to ask where things aren’t quite right.

Knowing how to fix the problems unearthed, and the ones that are too far gone.

The baseline skill for IP audits is knowing the areas of law that can protect your IP. And it’s not just the intellectual property rights. That is a given.

It’s the industry that you’re in and how it works.

If you don’t know the subject matter, how can you audit it? It’s like asking a doctor to audit an accountant.

That’s knowledge of the subject matter. How it works. The form it takes. Where it is likely to be found. Knowing the markers when it is lost. Before you even start the search.

Valuations

The value of your business is priced on the assets it has. That can be know-how, registrable rights and unregistrable intellectual property rights. 

Scrap harmful licensing practices. Cast-off speculation on legal rights. 

Decide whether you can use to add value to your business, or specifically exclude it from a sale or licence pending further negotiation.

Train your people with a specialist intellectual property law firm to ensure future protection. Educate those who need to know, on what they need to know to preserve value. Appoint an intellectual property manager.

Develop an intellectual property strategy. Miss assets and you miss value. These are lost opportunities. You devalue your business.