White SW Computer Law
Intellectual Property, Information Technology & Telecommunications Lawyers
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nlmay04 [2011/10/26 10:18]
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nlmay04 [2017/07/30 18:03] (current)
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-====== Business Acquisition - Did you really buy the intellectual property? ​======+====== White SW Computer Law Intellectual Property, Information Technology & Telecommunications newsletter - May 2004 ====== 
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 +===== Business Acquisition - Did you really buy the intellectual property? =====
 In the matter of //​[[case_links#​JWH Group Pty Ltd & Anor v Kimpura Pty Ltd & Anor|JWH Group Pty Ltd & Anor v Kimpura Pty Ltd & Anor]]//, which was heard by the Supreme Court of Western Australia, the Court had to decide whether certain goodwill and intellectual property had been included in the purchase of a business. The purchase arose after two parties decided to end their business association. One of the parties had agreed to purchase parts of the business formerly owned by both parties. Part of the problem was that some words used in their agreement were difficult to define. In such cases, the Court decides what the meaning of the document would convey to a reasonable person, having all the background knowledge available to the parties at the time the contract was made. In the matter of //​[[case_links#​JWH Group Pty Ltd & Anor v Kimpura Pty Ltd & Anor|JWH Group Pty Ltd & Anor v Kimpura Pty Ltd & Anor]]//, which was heard by the Supreme Court of Western Australia, the Court had to decide whether certain goodwill and intellectual property had been included in the purchase of a business. The purchase arose after two parties decided to end their business association. One of the parties had agreed to purchase parts of the business formerly owned by both parties. Part of the problem was that some words used in their agreement were difficult to define. In such cases, the Court decides what the meaning of the document would convey to a reasonable person, having all the background knowledge available to the parties at the time the contract was made.
  
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 Of particular interest for those in the information technology industry are the all too common problems which arise with incomplete schedules or the "TBA - to be advised"​ references in schedules and the utmost importance of insuring that all the necessary rights are procured for the supply of any computer program or other work in which intellectual property rights might subsist. An integral step in ensuring you have obtained all the required intellectual property rights is firstly determining who the authors of the copyright works were and ensuring that the sale agreement adequately transfers the intellectual property ownership from those parties. Of particular interest for those in the information technology industry are the all too common problems which arise with incomplete schedules or the "TBA - to be advised"​ references in schedules and the utmost importance of insuring that all the necessary rights are procured for the supply of any computer program or other work in which intellectual property rights might subsist. An integral step in ensuring you have obtained all the required intellectual property rights is firstly determining who the authors of the copyright works were and ensuring that the sale agreement adequately transfers the intellectual property ownership from those parties.
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-**May 2004** 

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