Draft Closing Checklist Memorandum

---
name: draft-closing-checklist-ip-asset-purchase
task_id: intellectual-property/draft-closing-checklist-memorandum
description: Closing checklist memorandum for an intellectual property and technology asset purchase transaction, organizing pre-closing conditions, closing deliverables, and post-closing obligations derived from the governing transaction documents.
activates_for: [planner, solver, checker]
---

# Skill: Draft Closing Checklist Memorandum for IP & Technology Asset Purchase

## 1. Subject-matter triage

- Confirm the transaction is an asset purchase involving IP, technology, or related intangible rights, not a equity deal.
- Pull every operative source document into one pass: acquisition agreement, schedules/exhibits, disclosure schedules, consent tracker, assignment forms, escrow instructions, transition services, and any ancillary release or license documents.
- Separate items that must be satisfied before signing, before closing, at closing, and after closing; do not compress them into one undifferentiated checklist.
- Treat the checklist memorandum as the organizing instrument, not a legal opinion: its job is to surface what must happen, by whom, when, and in what sequence.

## 2. Failure modes the skill is correcting

- Producing a generic checklist that ignores the transaction-specific conditions, deliverables, and covenants in the deal documents.
- Missing third-party consents, assignment restrictions, or approval chains that are on the critical path to transfer.
- Failing to distinguish closing deliverables from post-closing covenants, recordations, or transition obligations.
- Collapsing multiple parties, assets, or deadlines into a single summary item instead of tracking each separately.
- Omitting the practical status signal the reader needs to run the closing process.

## 3. Legal frameworks / domain conventions that apply

- IP and technology asset purchases typically require assignment of enumerated assets, plus any ancillary instruments needed to transfer associated goodwill, source code, data rights, domain names, registrations, and contract rights.
- Transfer may be constrained by anti-assignment terms, consent requirements, security interests, government recordation rules, or export / data / privacy restrictions reflected in the documents.
- Closing conditions in the governing purchase agreement control whether the transaction may close; the memorandum should track each condition and the party responsible for satisfaction.
- Recordation of IP assignments follows the applicable office or registry practice for the relevant asset class and jurisdiction.
- If the transaction includes escrow, transition services, seller licenses, or retained-use covenants, those items are continuing obligations and must be tracked after closing.
- When the source documents cite a governing statute, regulation, rule, or contract provision, carry that authority through the memorandum rather than stating the obligation abstractly.

## 4. Analytical scaffolds

- Build the memorandum by extraction first, analysis second: identify every condition, deliverable, consent, filing, and covenant from the source set.
- For each item, record four fields: what must be done, who must do it, when it is due or triggered, and current status.
- Enumerate each distinct party, consent counterparty, filing jurisdiction, and post-closing obligation separately before assigning status or priority.
- Cross-check each item against related documents so the memorandum reflects dependencies, duplicates, and sequencing points.
- For items governed by a cited rule or contractual provision, include the specific authority in the item entry.
- If only one item exists in a category, say so affirmatively; do not imply multiplicity or fabricate a tracker.

## 5. Vertical / structural / temporal relationships

- Organize the memorandum vertically by transaction phase, then by responsible party within each phase.
- Use a sequence that mirrors execution: pre-closing conditions, closing deliverables, third-party consents, filings/recordations, then post-closing obligations.
- Flag dependency relationships where one deliverable triggers another, where a consent is needed before an assignment, or where a filing follows a closing act.
- Distinguish timing anchors precisely: before signing, before closing, at closing, promptly after closing, and continuing after closing.
- Where a continuing covenant spans multiple periods, note both the start trigger and the duration or endpoint stated in the documents.

## 6. Output structure conventions

- Draft a memorandum in a conventional checklist format, with clear headings for each transaction phase and subheadings by responsible party.
- For each item, include:
  - description of the deliverable, condition, consent, filing, or obligation;
  - responsible party;
  - deadline or trigger;
  - current status;
  - governing source or cited authority, if identified in the documents.
- Use a concise checklist style that is operational rather than narrative.
- Include a brief closing note section for unresolved items, open dependencies, or items needing follow-up.
- End with an action-oriented wrap-up that identifies the immediate next steps for counsel or the deal team.