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Dimitry K., Esq.
Dimitry K., Esq., Attorney
Category: Business Law
Satisfied Customers: 1611
Experience:  Run my own successful business/contract law practice.
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I'm the seller of an online software portal and buyer has

Customer Question

I'm the seller of an online software portal and buyer has sent me this and need help understanding this IP assignment deed
Submitted: 9 months ago.
Category: Business Law
Expert:  RGMacEsq replied 9 months ago.

Thank you for using JustAnswer.

What specifically are you looking to understand? That is, is there some provision, etc... that you're concerned about or need help interpreting?

Customer: replied 9 months ago.
I've attached the file here for your reference
Hi I just spoke to Just answer customer support person named James few mints back and they have confirmed me that they will delete my questions and the answer form you. Because this is most sensitive doc I am asking you legal advice. So i do not want to be in the public domain. Please assure that before we proceed
Customer: replied 9 months ago.
Hi RGMacEsq Are you there
Expert:  RGMacEsq replied 9 months ago.

Understood. Yes, I am here.

Expert:  RGMacEsq replied 9 months ago.

Again: What specifically are you looking to understand? That is, is there some provision, etc... that you're concerned about or need help interpreting?

Customer: replied 9 months ago.
it will be locked (both questions answers and the files I share)
Am I right, before we start
Expert:  RGMacEsq replied 9 months ago.

Yes. It will be locked for privacy.

Customer: replied 9 months ago.
great and thanks
Expert:  RGMacEsq replied 9 months ago.

And so yet again: What specifically are you looking to understand? That is, is there some provision, etc... that you're concerned about or need help interpreting?

Customer: replied 9 months ago.
My question is the assignment deed is more biased towards Buyer
Customer: replied 9 months ago.
How do I protect myself my all the clauses and before we execute what are the points that we have to add under each clause to protect me as a Seller
Expert:  RGMacEsq replied 9 months ago.

Give me a few minutes to review it. Also, note that this is a matter of opinion, so while I might say that it is or isn't, reasonable minds could disagree. I will look at it.

Customer: replied 9 months ago.
this is the draft sent to me by the buyer, he asked me to add whatever i want to protect myself so guide me and give your inputs
Expert:  RGMacEsq replied 9 months ago.

I absolutely cannot assist in drafting or suggesting wording that needs to be included. That's considered legal advice, and we're prohibited from doing that. I can only answer specific questions. For example, is it "more biased to the seller", I could. But I can't advise you on what words to add, take away, nor represent you in this matter. You'd need to hire a lawyer to do that.

If you're okay with that, please let me know so that I can proceed.

Customer: replied 9 months ago.
First what is the difference between Assignment and an Agreement
Expert:  RGMacEsq replied 9 months ago.

Also I need to know what all of your questions are before I get started. Thanks.

Customer: replied 9 months ago.
I am planning to hand over the code on May 8th and he agreed to pay both the fee mentioned, but I did not understand the termination clause. explain the below.10.2. Termination due to Breach. In the event Assignors materially breach this Assignment, the Assignee may, without prejudice to its other rights and remedies, terminate this Assignment by giving prior written notice of thirty (30) days, provided that the breach remains uncured at the end of such notice period.
Customer: replied 9 months ago.
I have may questions and based on your answer I interpret I will ask as we proceed with the conversation
Expert:  RGMacEsq replied 9 months ago.

Okay. To be clear, you want to know the following:

- If it's biased towards buyer

- Difference between assignment and agreement

- Explanation of the clause

Is that correct?

I understand that you may have follow up questions, but I can only answer follow up questions in the scope of the original one. So I need to make sure that I understand the scope of the original question.

Customer: replied 9 months ago.
sorry , not may it is many
Customer: replied 9 months ago.
I have many doubts
Expert:  RGMacEsq replied 9 months ago.

SO to be clear, you want to know the following:

- If it's biased towards buyer

- Difference between assignment and agreement

- Explanation of the clause

Is that correct?

I understand that you may have follow up questions, but I can only answer follow up questions in the scope of the original one. So I need to make sure that I understand the scope of the original question.

Customer: replied 9 months ago.
in this assigment deed what does it mean by "foregoing covenant "
5.2. Towards consideration for the foregoing covenant of non-compete
Expert:  RGMacEsq replied 9 months ago.

Can you see my responses? I'm asking you questions, but you're not responding to them.

Customer: replied 9 months ago.
I already knew it is biased towards Buyer
My question is how do I protect myself and I have to be little careful
Expert:  RGMacEsq replied 9 months ago.

Can you see my responses? Yes or no. Again, I'm asking you questions, but you're not responding to them.

Expert:  RGMacEsq replied 9 months ago.

I don't know if you're seeing my responses.

Customer: replied 9 months ago.
Is it possible that the buyer has the possibilty to get the money back after getting the Software IP code etc from me, is there a provision for that for Buyer to claim saying some breach
Expert:  RGMacEsq replied 9 months ago.

I think that we're having some sort of technical issue, because it appears you are not seeing my responses. I'm going to have to opt out of this unless you tell me that you can see my responses.

Customer: replied 9 months ago.
I think you didn't understand my questions
I have around 10+ Questions, Do I have to type every one in one single window. or do we have to proceed based on the answer you give
Expert:  RGMacEsq replied 9 months ago.

AGAIN please let me know if you can see my responses. You are not responding to any of the questions I asked in the past 10 minutes. I don't know if my responses are getting to you. So yes/no, can you see my responses?

Customer: replied 9 months ago.
No I cannot see any relavant answer to my question, I don't understand what you are typing
I am saying I have 10+ questions . Do I have to type that
Customer: replied 9 months ago.
Do I have type all the 10 Questions in one single window
Expert:  RGMacEsq replied 9 months ago.

I didn't say answer, I said responses. I haven't answered anything. I have responded and I've asked follow up questions, asking if you can see what I am typing to you. You haven't responded to any of those in over 10 minutes. I've already spent almost 40 minutes just finding out what your questions are, and I think that we're having some sort of communication issue.

IF YOU CAN SEE THIS, please type out all your questions in a single post, so I know what you're asking. Please number them so I don't miss a single question.

SO yes, please type your questions in a single window.

Expert:  RGMacEsq replied 9 months ago.

When you respond with your questions, I will look them over and see if I can answer them. If not, I will opt out to allow another expert to opt in. That is why I need to know all of your questions, because I need to know IF I can answer them. And having them all in one spot lets me know what all you're asking so I don't miss a single question that you have.

Customer: replied 9 months ago.
Ok You go ahead and read the doc and I will start typing all my 10+ questions, It will take few minutes to type all the questions
Customer: replied 9 months ago.
Question 1: Difference between assignment and agreement. What are the disadvantages of going in the Assignment deed for the seller
Expert:  RGMacEsq replied 9 months ago.

Type all questions in a SINGLE response, please. Don't break them up.

Again, like I said above, I want to know ALL the questions prior to reading the document. I might not be able to even answer a question, and if that's the case I'd have to opt out anyway.

Customer: replied 9 months ago.
Question 2:
in this assignment deed what does it mean by "foregoing covenant "
See the clause 5.2. Towards consideration for the foregoing covenant of non-compete
Expert:  RGMacEsq replied 9 months ago.

Okay, I'm sorry but I have to opt out. You're not being responsive to my requests (that you type them all in a single window) and I don't know if all my responses are getting to you. I suggest that you type out all your requests in one single window so that any expert that comes to assist will know what you're asking. I personally still don't know.

I do wish you the best of luck.

Again, Please type out your questions in one window so that the expert will know everything that you're asking.

Customer: replied 9 months ago.
Question 3: What does the Termination Clause (tenth cluase) means. Does the buyer can come back for the money what he paid me after purchasing the IP rights
Customer: replied 9 months ago.
what happens to my money I paid , I said I need urgent help now your response is that it will take 24 hours
You can assign another one but I have paid for priority service
Expert:  Richard - Bizlaw replied 9 months ago.

Until you accept an answer your payment remains in your account. Honestly, the number of questions you have and the type of assistance you are requesting I could only provide as an additional service. The cost would be $100 in addition to this initial payment.

All communications would be through private emails and if necessary telephone calls. None of the communications would be on the site so nothing would be visible. If that is acceptable to you, I would send you the offer of additional services and once it was accepted you would be sent my private email address. If that is satisfactory to you let me know. If not I will opt out and see if someone else will assist you.