Negotiating & Contracting
the Acquisition of Privately Held Intellectual Properties

Part Ten By Harlington L. Hanna Jr.

Contractual Pearls

1. Remember there is a reversion of copyright ownership after 35 years should the copyright transferor decide to exercise the right.
2. Acquirers should attempt to negotiate a net profits royalty provision.
3. Producers and I.P. owners should attempt to negotiate a gross profits royalty provision.
4. Read the definitions clauses carefully.
5. Net profit based royalty agreements require intense scrutiny of the deductions from gross revenue.
6. The amount of up front money or advance may not be the most important aspect of the agreement for the artist or producer.
7. I.P. acquirers should try to prevent accepting a fragmented rights if possible.
8. I.P. holders will want to fragment the rights.
9. It is important to obtain language and ownership in the highest form of the I.P., i.e. The Patent, copyright, trademark.
10. Remember a license to use the I.P. or other contractual provisions to allow use of the I.P. is not the same as owning the I.P., If possible attempt to gain ownership in the I.P.

  Part Nine