Shareholders Agreement Intellectual Property Clause

So why is it so important to ensure that all intellectual property rights related to the startup`s activities are owned by the startup itself? We have encountered this issue several times, although we have found that the founders of startups have begun to recognize the value of adequate IPR protection. Therefore, if your start-up`s business is heavily dependent on the IP developed, you should always make sure that the start-up`s most valuable object, IPR, is properly protected in the SHA. No impact on the interests of [PARTY A]. [PARTY B] right, title and interest in and for these changes that occur during the duration and under this agreement have no influence on [PARTY A`s] exclusive interest and propriety in the underlying underlying intellectual property. The intellectual property clause covers the ownership of all intellectual property rights related to the agreement, including the existing intellectual property of each party. [PARTY B] Developed intellectual property. Any intellectual property developed exclusively by [PARTY B] as part of its work on the [DELIVERABLE] without the participation of the other party is and will remain the exclusive and exclusive property of [PARTY B] ([PARTY B]-Developed Intellectual Property”). Based on our experience with gaming startups, the inclusion of an extended non-compete clause in the SHA can also be discussed among the founders. During the startup`s start-up phase, the startup does not yet generate revenue, but a possible non-compete clause effectively prevents the founders from having other competing activities of the startup.

A dispute settlement mechanism agreed in advance is constructive to overcome deadlocks in both 50:50 and disproportionately involved companies. If shareholders of the same position are not willing to detach themselves from their position or if a majority or unanimous agreement is necessary but cannot be reached, the company finds itself in a deadlock. This would force a company that, on the other hand, is working perfectly, to stop if shareholders fail to compromise and move forward as a unit. The shareholders` pact should define in advance what constitutes a dead end (for example. B the failure to pass a resolution after two or more attempts) and the panacea for such an event. There are different formulations of deadlock resolution clauses, each of which has different implications. A “Russian roulette scheme”, generally more favourable to deep-pocketed shareholders, allows a shareholder to issue a notice indicating the intention to buy out the other shareholders at a certain price. On the other hand, a put option is more advantageous for shareholders with lower financial capacity, since it has the right to sell its shares to another shareholder at a predetermined and fair price.

A Sealed Auction Commission allows the highest-offered shareholder to acquire the shares of others at the stated price.