Separate the IP being sold from the IP that stays behind

It deals with the awkward middle ground where the buyer is not acquiring every IP asset connected to the business. For example, a seller may keep a group brand, shared software platform, legacy domain portfolio or know-how used across multiple entities. If that split is not documented carefully, the parties can end up arguing about ownership, permitted use or what was meant to happen at completion. A carve out agreement records the boundary lines and can also deal with practical points like licence back rights, transitional use and follow-up transfer documents.

That depends on the transaction, but common examples include trade marks, business names, domain names, websites, source code, databases, marketing content, copyright material, confidential information and internal processes. Some deals also involve registered rights, pending applications or IP created by contractors. One of the most important parts is the asset description itself. If the schedule uses vague labels or misses shared assets, the document may not reflect the commercial deal properly. We help turn the intended split into clearer legal wording that aligns with the sale structure.

Useful inputs usually include the draft sale terms, a list of the IP involved, who currently owns each asset, and whether any item is shared with another entity or licensed from a third party. It also helps to know whether the seller needs ongoing access after completion, whether the buyer expects exclusive use, and whether any branding or software sits across multiple business lines. If there are existing transaction documents, we check that the carve out wording matches them so the IP position does not cut across the broader deal mechanics.

Templates can be a rough starting point, but carve outs are often too fact-specific for broad wording alone. A generic form may say that certain IP is excluded or retained without explaining exactly what that means for shared systems, derivative works, customer-facing branding or post-sale use. That can leave a gap between the commercial understanding and the legal document. A tailored agreement is usually more useful where software, content libraries, domains or registered rights are intertwined, because the wording needs to reflect the actual assets and the way each party will use them after completion.

No. This service is for the carve out agreement itself and the legal wording needed to document the IP split. It does not include running the entire sale, negotiating every transaction document, tax structuring, or ongoing representation after the document is completed. If your matter also needs an asset purchase agreement, disclosure work, transition services terms or separate assignments and licences, that can be scoped separately. Keeping this service focused on the carve out document is often useful when the wider transaction is already being handled elsewhere.

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