Patent Transfer Agreement: Definition, Terms, Example
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What is a Patent Transfer Agreement?
A patent transfer agreement is a contract between a patent owner and a third party where the patent holder agrees to transfer some or all patent ownership. The patent owner, called the assignor, allows the buyer, alled the assignee, certain rights to use the patent once the contract is signed. In exchange, the assignee typically pays a cash sum and makes certain promises as described in the contract. This can include details about how the rights are intended to be used. The contract can also state how long the assignee is authorized to use the rights.
The purpose of the patent transfer agreement is to make the transfer of rights legally official. This protects both parties from legal harm surrounding the agreement itself.
Common Sections in Patent Transfer Agreements
Below is a list of common sections included in Patent Transfer Agreements. These sections are linked to the below sample agreement for you to explore.
Patent Transfer Agreement Sample
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SN
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Patent applicant
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Category
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Inventor
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Patent application date (application No.)
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Name of invention
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Legal status
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Introduction of patent
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|||||||
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1
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PersonGen Biomedicine (Suzhou) Co., Ltd.
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Invention
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Yang Lin, Li Yafen, Zong Yunhui
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2015. 01. 06
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Improved aAPC technology and its application in immune cell preparation (pending, the ultimate name depends on the actual application result)
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under application
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It is applicable to the production and preparation of CAR—T cell, CAR—NK cell
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|||||||
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2
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PersonGen Biomedicine (Suzhou) Co., Ltd.
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Invention
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Yang Lin, Chu Fuliang, Zong Yunhui
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2014. 11. 06 (201410613502.1)
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SN of PD—1 resistant single cloning antibody variable area; preparation methods and application
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Applied already
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It is able to block PD—1 from integrating with the body; it is applicable to the immune treatment of numerous malignant tumors.
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3
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PersonGen Biomedicine (Suzhou) Co., Ltd.
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Invention
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Yang Lin, Zou Jianxuan, Chen Dan
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2015. 01. 06
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SN of CD 19 resistant single cloning antibody variable area; preparation methods and application (pending, the ultimate name depends on the actual application result)
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under application
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It is applicable to building CAR—T of targeted leukemia and lymphoma; double specific antibody of CD3/CD19 gene project.
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4
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PersonGen Biomedicine (Suzhou) Co., Ltd
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Invention
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Yang Lin, You Fengtao, Jiang Licui
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2015. 01. 10
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Application of 3rd generation of CAR (pending, the ultimate name depends on the actual application result)
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under application
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It is applicable to the cell treatment of malignant tumors.
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1.
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The patent application documents of target technologies shall include (but not limited to):
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1)
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All the patent application documents submitted to the National Patent Office, including specification, right claim, attached drawings, abstract and its attached drawings, letter of request, statement of opinions, changes in document matters, audit and approval decision of right resuming upon lose of rights and authorized consignment letter.
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2)
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All the documents distributed by National Patent Office to the transferor, including acceptance notice, midterm documents and authorization decision.
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3)
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Patent application and execution permit contract (if applicable) approved by the transferor to other party, including contract appendix (technical and process documents related to patent application).
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4)
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Effective certificate on patent application right issued by National Patent Office: Latest voucher of patent application and maintenance expense (or registration booklet of National Patent Office on patent legal status).
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5)
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Certificate of National Patent Office or other competent department adopted to approve transfer of target technologies to the transferee.
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2. Technical documents of each target technology
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1)
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Technical secret and ingredient
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2)
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Product production process route
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3)
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Standard production flow
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4)
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Quality control standard of products
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5)
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Test data, test report and technical documentary
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3. aAPC technology
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1)
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Structural drawing
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2)
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Building methods
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3)
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Preparation SOP of cell T
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4)
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Preparation SOP of cell NK
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5)
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aAPC cell line
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4. PD—1 technology
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1)
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scFv sequence
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2)
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Biological function data
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3)
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Biochemical parameters and data
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4)
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PD—1 single cloning antibody hybridoma cell line
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5)
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PD—1 antigen (standard PD—1 antigen protein in 5mg or re-organized particle adopted to efficiently express solutable human gene re-organized PD—1 protein)
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5. CD 19 technology
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1)
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scFv sequence
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2)
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Biological data
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3)
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CD 19 single cloning antibody hybridoma cell line
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4)
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CD 19 antigen (standard CD 19 antigen protein in 5mg or re-organized particle adopted to efficiently express solutable human gene re-organized CD 19 protein)
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6. 3rd generation of CAR technology
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1)
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Structural drawing
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2)
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Full sequence
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3)
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SOP building
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4)
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Carrier DNA (10 ug)
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1.
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Legality. The transferor shall refer to a limited liability company registered and existent according to the Chinese laws; it shall possess the legal person’s qualification.
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2.
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Legal authorization. On the agreement signing date, the transferor and main inventor have obtained legal and effective internal and external authorization aimed at the agreement; the signet on behalf of the transferor shall refer to the transferor’s legal representative or legal authorized representative.
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3.
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Compulsory execution. According to the agreement articles and conditions, the agreement shall be legal and effective to the transferor and main inventor and shall be legally binding and enjoy compulsory execution.
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4.
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No right defect
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1)
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The list of target technologies in Appendix I has disclosed all the intellectual property rights of target technologies transferred by the transferor.
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2)
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Before the agreement signing date and closing date, the transferor shall refer to the legal patentee of target technologies and exclusive patent application patentee; it shall enjoy complete intellectual property right and equity to all the target technologies; such rights shall be favorable, complete, sustainably effective and compulsorily executed.
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3)
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The relationship between inventor and target technology listed in Appendix I shall refer to the relationship of working post invention and creation; it shall not enjoy any patent application right, patent right or other property right to the target technology. The main inventor, transferor’s research and development delegate, other employees, consultants, associated parties or any other third party shall not raise any right claim or request to the assignee. The target technology and intellectual property right shall not suffer from any pledge, reservation or other form of assurance or right burden.
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4)
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The target technology shall enjoy advanced, practical and reliable properties and shall not infringe or steal any third party’s intellectual property right or other legal rights and not suffer from conflict against any third party’s intellectual property right. No third party has ever raised any objection or claim to the transferor by reason of infringement upon target technology.
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5)
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By the end of the agreement signing date and delivery date, no entity is engaged in the infringement upon transferor’s any intellectual property right on target technology according to the knowledge of transferor and main inventor. The target technology and intellectual property right shall not be restricted by any verdict or any property of command; there shall be no suspended or potential objection, lawsuit, investigation, appeal, claim or request affecting the legality, execution feasibility, use right or ownership of intellectual property right.
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6)
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The transferor and main inventor shall not offer (spoken or written) any third party with the use permit or other right on target technology; shall not personally or permit any third party to make patent application and obtain patent registration in any country and region.
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7)
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The transferor and main inventor have adopted adequate and effective confidential measures to the technical secrets of target technology and failed to disclose target technology to any other person beyond the core technical team.
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1.
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Legality. The transferee shall refer to a limited liability company registered and existent according to the Chinese laws; it shall possess the legal person’s qualification.
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2.
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Legal authorization. On the agreement signing date, the transferee has obtained legal and effective internal and external authorization aimed at the agreement; the signet on behalf of the transferee shall refer to the transferee’s legal representative or legal authorized representative.
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3.
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Compulsory execution. According to the agreement articles and conditions, the agreement shall be legal and effective to the transferee and shall be legally binding and enjoy compulsory execution.
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4.
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The transferee shall promise to provide any documents or materials for the transferor based on all the agreement rights and obligations in a true and effective manner.
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Reference:
Security Exchange Commission - Edgar Database, EX-10.45 4 cbmg_ex1045.htm PATENT TRANSFER AGREEMENT, Viewed September 27, 2022, View Source on SEC.
Who Helps With Patent Transfer Agreements?
Lawyers with backgrounds working on patent transfer agreements work with clients to help. Do you need help with a patent transfer agreement?
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Meet some of our Patent Transfer Agreement Lawyers
Donya G.
Donya G.
I am a Contracts and Mergers & Acquisitions Attorney with more than 25 years of diverse legal and business experience. My practice focuses on mergers and acquisitions, commercial contracts, contract dispute resolution, and a broad range of business-related legal matters. I have extensive experience managing and closing transactions across a variety of industries, including SaaS, IT, eCommerce, franchises, agencies, and food services. I take a practical, business-oriented approach to transactions, helping clients efficiently navigate complex deals from initial structuring and negotiation through execution and closing. My combined legal, litigation, financial, and business experience allows me to deliver strategic, efficient, and practical solutions tailored to my clients’ objectives, whether in deal negotiations, contract structuring, dispute resolution, or complex business transactions
"Donya was an amazing partner and was very patient and diligent in dealing with the APA and OA. I highly recommend her as she knows her stuff, is confident, and always has your back."
Karen S.
I'm an attorney available to help individuals and small businesses in Georgia with initial business set-up, required filings, tax strategies, etc. I'm also available to draft, review, and negotiate contracts of many types, both personal and professional. I can draft and file real estate quit claims as well. My legal and business experience and expertise includes small business startups, information technology, technology innovation, real estate transactions, taxes, intellectual property, electrical engineering, the business of video game development, business requirements definition, technology consulting, technology companies, liability waivers and reduction strategies, and the electric utility industry. I work part-time for a local law firm and part-time in my solo practice. I'm also an adjunct professor teaching business law. In addition, I'm part owner, legal counsel to, and a board member of a virtual reality video game development company. I am a member of the Georgia Bar Association. Please reach out if you need attorney, documentation or consulting help in any of those areas!
"Karen is amazing!! She is so approachable and gives great, practical guidance."
Zachary J.
I am a solo-practitioner with a practice mostly consisting of serving as a fractional general counsel to growth stage companies. With a practical business background, I aim to bring real-world, economically driven solutions to my client's legal problems and pride myself on efficient yet effective work.
"Zack resolved all issues with professionalism and expertise."
Samuel R.
My career interests are to practice Transactional Corporate Law, including Business Start Up, as well as Real Estate Law, Estate Planning Law, and Intellectual Property Law. I am currently licensed in Arizona, Pennsylvania and Utah, after having moved to Phoenix from Philadelphia in September 2019. I currently serve as General Counsel for a bioengineering company. I handle everything from their Business Transactional Agreements, Private Placement Memorandums, and Corporate Structures to Intellectual Property Assignments, to Employment Law and Beach of Contract settlements. Responsibilities include writing and executing agreements, drafting court pleadings, court appearances, mergers and acquisitions, transactional documents, managing expert specialized legal counsel, legal research and anticipating unique legal issues that could impact the Company. Conducted an acquisition of an entire line of intellectual property from a competitor. In regards to other clients, I am primarily focused on transactional law for clients in a variety of industries including, but not limited to, real estate investment, property management, and e-commerce. Work is primarily centered around entity formation and corporate structure, corporate governance agreements, PPMs, opportunity zone tax incentives, and all kinds of business to business agreements. I have also recently gained experience with Estate Planning law, drafting numerous Estate Planning documents for people such as Wills, Powers of Attorney, Healthcare Directives, and Trusts. I was selected to the Super Lawyers Southwest Rising Stars list for 2024 - 2026. Each year no more than 2.5% of the attorneys in Arizona and New Mexico are selected to the Rising Stars. I am looking to further gain legal experience in these fields of law as well as expand my legal experience assisting business start ups, and also trademark registration and licensing.
"Thanks Samuel for your thorough review of my materials. I'm incredibly impressed by your prompt turnaround in drafting my letter. The letter captured the facts perfectly and struck exactly the right tone."
Benjamin M.
Ben is the founder of the Middleton Law Firm (2022). He has experience in the European Union and the United States. He interned with the University Rijeka, Croatia assisting businesses with trademark, Uniform Domain-Name Registry Dispute Registry, European General Data Protection Regulation (GDPR) privacy law compliance, and International Comparative Copyright issues as the country itself prepared itself for European Union statehood. He worked with Michigan State University's Anti-Counterfeit and Product Protection (A-CAPP) Center to protect and enforce its intellectual property in foreign territories and moderated panel discussions with brand owners and U.S. Customs to curb counterfeit products. Ben assisted indigent artists with legal issues and in some cases brought their works to life with Georgia Lawyers for the Arts. Ben is admitted to the federal courts of Georgia. Before practicing law, Ben worked for Core Security and Meridian Link as a software QA engineer in the information technology (IT) space. Ben produced countless commercial music recordings, engineered hundreds of songs, and served as executive producer seven studio albums as a founding member of member of Million Dollar Minds Entertainment (Est. 2006). He is an alumnus of The South Carolina State University (Bulldogs) and Michigan State University (Spartans).
"Benjamin did an excellent Job assisting me in this matter and I would highly recommend him to anyone needing the same service I received for the Cease & Desist"
Jennifer T.
Hello! My name is Jennifer and I practice law in most areas of IP (copyright, trademark, ad tech) with a specialization in entertainment law. I have represented many different content and technology creators, negotiating master service agreements, talent agreements, production agreements, ad agency work, and other IP generalist work.
"Jennifer is just professional and productive. She solved our contract dispute effectively."
Adam L.
General practice attorney
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