Our commercial work
Our commercial work covers all aspects of securing and exploiting intellectual property assets. It is a wide field, from ensuring businesses acquire good title to their IP at the outset and fixing title issues, through to buying and selling IP rights and exploiting IP rights through licensing, distribution and other contractual arrangements.
Our clients in this field are diverse, from computer games to fashion, from publishing to electrical, cosmetics and pharmaceuticals, to name a few. This diversity is important to us; naturally, different industries have different 'quirks', traditions and ways of approaching transactions but maintaining a broad multi-sector practice allows us to transfer and apply, as appropriate, the transactional know-how and experience learned from one industry to another. We think this lateral approach to our work helps us deliver a premium service to our clients.
Creating Intellectual Property Rights
Businesses must ensure they acquire good title either through ownership or licence to the intellectual property rights needed for their business. Getting this right at the outset before the relevant intellectual property is created is far preferable to trying to fix title issues later on, but obviously we do that too! We are often involved in the drafting and negotiation of agreements concerning the creation of intellectual property rights such as: consultancy and other commissioning arrangements; IP ownership clauses in employment contracts; research and development agreements and other partnering arrangements, as well as other important ancillary documents such as confidentiality agreements.
Licensing
We have substantial experience in developing licensing strategies, and drafting and negotiating licence agreements both in the UK and internationally. Licensing transactions may arise in a variety of different scenarios such as: in connection with the settlement of infringement proceedings; where a business needs to secure access to a third party's technology in order to be able to commercialise its own technology; where a business owns non-core IP which is being underutilised, as a way of generating additional revenue; to help expansion of a business into new territories or new markets; to diversify into new product markets; under a collaborative research project in order to exploit the results of that project; and as a business model in its own right.
Buying and selling intellectual property rights
We advise on the sale and purchase of IP rights including undertaking due diligence on the rights being acquired.
Settlement and Co-Existence Agreements
Most disputes are settled before they come to trial; many settlements involve the licensing of intellectual property or other forms of co-existence agreement.
Other commercial agreements
We also advise on, draft and negotiate other ancillary commercial agreements. These include:
Franchising transactions: we advise clients on the development of agreements for the franchising of their retail concepts including territory development and master franchising agreements. Many of our franchising transactions are for well-known brands in many involve expansion of the client's brand overseas. In 09/10 alone, we represented clients in major franchising transactions in excess of ten countries including Australia, Canada, China, Greece, Hong Kong, Russia, South Korea, Sweden, Switzerland and Taiwan.
Supply, distribution and agency: we advise clients on contract manufacturing, supply and distribution arrangements and transactions as well as ancillary business documentation such as standard conditions of sale. Again, the work is often international in nature. We also advise on selective distribution networks and documentation for luxury brands.
Internet and e-commerce: many clients look to exploit their products in both the on- and off-line world. We are experienced in advising clients on legal issues and documents relating to the setting up of an e-commerce operation including: data protection issues; terms of sale and supply; privacy policies and web terms of use; and web development and hosting arrangements.
Sales promotions and advertising: we also advise our clients on arrangements with PR and advertising agencies; false and comparative advertising issues; terms for prize draws, competitions and other promotions; and endorsement and sponsorship matters.
Competition law
It is very important to ensure that any agreement which may have effects on trade within any part of the United Kingdom or the European Economic Area is compliant with national and European Competition laws. The consequences of a business falling foul of these laws can be very serious indeed: the agreement may be unenforceable and void, the Competition authorities may investigate the competition abuse and in the more serious of cases impose substantial fines; and other contracting parties and other entities affected by the anti-competitive practice may sue you for damages.
Redd lawyers are well versed in advising on the application of competition laws to commercial agreements and also undertake specific competition law compliance reviews for clients.
Further information
For further information, please contact Simon Chalkley or one of our other partners on +44 (0)20 7776 4760.
