Intellectual-Property Due Diligence in Moroccan Acquisitions

Intellectual-property due diligence in a Moroccan acquisition is the structured review of a target's IP assets and risks before a buyer or investor commits. Its purpose is not simply to confirm that registrations exist: it is to verify that the target actually owns them, that they are valid and in force, that they can be transferred or survive the deal, that they are not encumbered or in dispute, and that the business is not exposed to third-party rights.

The single most useful idea is that a registration certificate is a starting point, not proof of a clean position. Ownership is tested against the register and the underlying documents; validity depends on status, renewals and — for trademarks — genuine use; and transferability depends on the deal structure and on the terms of the target's licences. Copyright and software raise their own questions about who created the work and whether the rights were ever assigned in writing.

This guide is the specialist IP-diligence guide in the Moroccan cluster. It explains what to verify across trademarks, patents, designs, copyright and software, how Moroccan law and the OMPIC register bear on each, and how findings are converted into deal terms — conditions, consents, warranties, indemnities and remediation. It is informational, states current Moroccan law, and does not advise on any specific transaction.

The first task is to build an inventory of the IP the business actually relies on, rather than only the IP it has registered. That inventory typically spans trademarks and trade names; patents and industrial designs; copyright works including software and source code, website content, graphics, marketing materials and documentation; trade secrets and know-how; domain names and digital assets; and the licences, franchise and technology agreements through which IP flows in and out of the business. Not every category carries a distinct Moroccan statutory right — a domain name or a social-media handle, for example — and the inventory should note where control is contractual rather than a registered right.

Against each item the review asks a consistent set of questions: who owns it, on what basis, is it valid and in force, what is its territorial and product scope, is it used, is it licensed, is it encumbered, and is it in dispute. The emphasis shifts with the deal — a brand-heavy retailer, a software company and a manufacturer will each concentrate the work in different places — but the categories are stable.

It is worth being clear at the outset about the limits of the exercise. Due diligence is scope-limited and time-bounded, and much of what matters depends on the seller's disclosure rather than on a public record. A finding — a red flag — is a reason to investigate further and to allocate risk in the deal, not an automatic deal-breaker.

The deal structure changes what happens to the IP, and conflating the two structures is a common and costly error. In a share sale the buyer acquires the shares in the target, but the target remains the same legal person and the same owner of its assets: the IP does not move, because the entity that holds it does not change. What can still bite is a change-of-control clause in a licence or other agreement, addressed in the change-of-control section below.

In an asset sale the analysis is different. Specific IP assets are being transferred out of one owner and into another, so each right generally needs a written assignment, supporting transfer documentation and — for industrial property — recordal to be effective against third parties. A third-party consent may also be required where a licence or agreement is being assigned. The buyer of assets therefore has to identify precisely which rights are in scope and confirm that each can be transferred and recorded.

So the two structures raise different questions. A share deal asks whether the target's rights and licences are disturbed by the change of ownership; an asset deal asks whether each right can be cleanly assigned and recorded. Neither should be described as "the IP transfers automatically" — that is true of neither structure in the way the phrase implies.

Chain of title is the question of whether the target actually owns what it claims, traced from the current register entry back through every transfer. It matters because the first thing that unravels a deal is discovering that a core asset is owned by someone else — a founder in their personal name, a former shareholder, a group company, a distributor, or a contractor who was never asked to assign.

The review therefore follows the history: the recorded owner, prior assignments, company-name changes and mergers, co-ownership, and any licences or pledges that sit on the right. Each link has to be documented. A clean-looking registration certificate does not by itself prove a complete chain of title, because the certificate shows the current recorded position, not whether every earlier transfer was valid and properly recorded.

Where a link is missing — an assignment that was agreed but never signed or never recorded, or an owner name that does not match the target — the gap is not necessarily fatal, but it has to be identified and cured, usually before closing. The practical output of this work is a title position for each material asset: owned and clean, owned with a defect to fix, licensed rather than owned, or not owned at all.

For industrial property, Article 157 of Law 17-97 is the central diligence rule. Acts affecting the ownership or enjoyment of an industrial-property right — assignments, licences and pledges — are entered in the national register, and recordal is what makes such an act opposable to third parties. The practical consequence is that an unrecorded assignment or licence may be valid between the parties yet not effective against third parties, which is exactly the kind of gap a buyer needs to find.

Diligence uses this in two directions. It checks that the transfers on which the target's title depends were actually recorded, so that the target's ownership is opposable; and it checks whether any licences or pledges have been recorded against the rights being acquired, because those affect what the buyer is really getting. Where a past assignment was never recorded, curing the recordal — often as a pre-closing step — is what makes the buyer's position secure.

The rule should not be overstated, though. Recordal governs opposability to third parties; it is not a guarantee that the underlying transaction was itself valid, and it does not turn the register into a complete public record of every arrangement. It tells the buyer what has been made opposable, and its absence tells the buyer what has not.

OMPIC maintains the industrial-property register, and it is the natural first source for verifying trademarks, patents and designs. Through it, diligence can generally check the existence of applications and registrations, the recorded owner, the status and renewal position, and recorded acts such as assignments, licences and pledges where they have been entered. That is a real and valuable set of checks, and it is where a Moroccan IP review starts.

But the register confirms only the specific things it records. It is not a complete history of every agreement the target has entered into, and it will not, on its own, surface unrecorded licences, side letters, coexistence agreements, security arrangements that were never registered, or the full facts behind a name change. Copyright and software are not registered in the same way at all, so for those the register offers little and disclosure does almost all the work.

The honest position is therefore the same one that governs Moroccan legal due diligence generally: official records verify particular registered facts, while the broader IP position is established through the seller's disclosure and the original documents, and is only as reliable as that disclosure. A buyer should treat the OMPIC search as the spine of the trademark and patent review, and the document review and disclosure requests as the flesh on it.

Trademarks are usually the most valuable IP in a consumer-facing target, and the review runs through ownership, filing and registration status, renewal dates, the goods and services claimed and their Nice classes, territorial scope including any Madrid designation of Morocco, and the history of oppositions, cancellations and disputes. The mechanics of how a mark is filed, examined and registered are the subject of the guide on registering a trademark in Morocco, and are not reteaching here.

Several trademark-specific risks recur in a transaction. The registration may not cover the goods or the countries the business actually trades in; a critical brand may be used but never registered; the mark may be subject to a coexistence agreement that limits how it can be used; or it may be licensed out in ways that constrain the buyer. Each of these is a scope or encumbrance question that the certificate alone will not answer.

The two risks that most often surprise a buyer are covered in the next sections: a registered mark that is vulnerable because it has not been genuinely used, and a brand position exposed to a third party's well-known-mark or bad-faith claim. Both are register-level risks that sit on top of the ownership and scope review.

A registered trademark is not immune from challenge simply because it is on the register. Under Article 163 of Law 17-97, a mark that has not been genuinely used for an uninterrupted period of five years is exposed to revocation for non-use, on the application of an interested party. For a buyer, this means that a registration being acquired can be vulnerable if the target cannot show that it has actually been used for the goods and services it covers.

Diligence therefore asks for practical evidence of use, which may include invoices, catalogues, packaging, advertising, distribution records, website and archived-page evidence, marketplace listings, and import or export records where relevant. These are examples of what can help establish use; they are not a fixed statutory checklist, and the genuine-use threshold is assessed on the facts. Partial non-use — use on some of the claimed goods but not others — can matter too, and recent resumption of use after a long gap may not cure the exposure, so the evidence should be examined rather than assumed.

It is important to keep this five-year rule distinct from the different five-year rule discussed in the well-known-mark context. Article 163 is about revocation of a registered mark for non-use; the five-year period that appears in the well-known-mark analysis under Article 162 is a prescription on a different action entirely. They share a number but not a meaning, and conflating them is a frequent error.

A target's brand position can also be exposed to a third party's rights. A mark that is well known in Morocco can be protected even without a Moroccan registration, and a registration obtained in bad faith — for example by a former distributor — can be challenged. The full doctrine, including the Article 162 five-year rule and its bad-faith exception, is the subject of the guide on well-known trademarks and bad-faith registration in Morocco.

For a buyer, the diligence point is narrower: to identify whether any of the target's key marks could be attacked on these grounds, and whether the target itself holds any registration that a third party could challenge as conflicting with a well-known mark or as filed in bad faith. A target whose Moroccan brand was registered by a local partner, or acquired in circumstances that look like an appropriation, carries a latent risk that a certificate will not reveal.

This is a specialist risk to flag and route rather than to resolve inside the diligence report. Where it appears, it usually calls for the dedicated well-known-mark and bad-faith analysis, and it feeds into how the brand is warranted and, if necessary, remediated in the deal.

For patents, the review covers the applicant and owner, whether the right is granted or still pending, the remaining term, the annuity and renewal position, the named inventors, the chain of title, any licences and security interests, and any validity or infringement exposure. A lapsed annuity or an unrecorded assignment can be as damaging to value as a validity challenge, so the status and title checks matter as much as the substantive ones.

Employee inventions deserve particular care. Where a patented or patentable invention was made by an employee, the question of who owns it and on what terms turns on the applicable rule and on the employment documentation, and it should not be answered with an assumption that the employer automatically owns everything an employee creates. The safe approach is to identify the inventors, review the employment and any invention-assignment terms, and confirm the position rather than presume it.

Industrial designs follow the same shape on a smaller scale: ownership, status, term and renewals, assignments and licences, and any dispute or overlap with a competitor's product appearance. The depth given to patents and designs should be proportional to how central they are to the target's value.

Copyright, governed in Morocco by Law 2-00 on copyright and related rights, protects a wide range of works a business depends on: software and source code, website content, photographs, graphics, marketing materials, documentation and audiovisual works. Unlike industrial property, copyright is not obtained by registration, so the diligence question is almost entirely about who created the work and whether the economic rights were validly transferred to the company.

Moroccan copyright, in the civil-law tradition, distinguishes economic rights from moral rights. Economic rights — the rights to exploit the work — are the ones that can be assigned or licensed, and an assignment of economic rights is generally expected to be in writing. Moral rights, by contrast, are treated as personal to the author and are not freely transferable in the way an economic asset is, so a buyer should not assume that a purchase sweeps up moral rights along with the economic ones.

One caution matters especially for foreign buyers and their advisers: the US concept of "work made for hire", under which an employer or commissioner is treated as the author, should not be assumed to be the Moroccan default. Ownership of a commissioned or employee-created work in Morocco is a matter of the applicable rule and the documentation, and is addressed in the two sections that follow.

Who owns IP created by employees is one of the highest-value questions in a technology or brand acquisition, and it is one where overclaiming is dangerous. It should not be stated flatly that the employer automatically owns everything an employee creates: the position depends on the category of right, on whether the work fell within the employee's duties, on any applicable statutory rule, and above all on what the employment documentation says.

Diligence therefore does concrete work: it identifies who actually created the key assets, reviews the employment agreements and any IP or invention-assignment clauses, checks that assignments were made where they were needed, and looks for works created before the person was employed or outside their duties. A gap here — a lead developer with no assignment clause, or a designer whose contract is silent — is a classic latent defect, because the company may be using and selling something it does not fully own.

Where the exact statutory default for a category is uncertain, the honest course is to say so and to rely on the documentation and, where needed, on confirmatory assignments, rather than to assert a default that may not hold. The transaction response is usually to obtain or perfect the missing assignments, often as a pre-closing condition.

Work created by people who are not employees is an even more frequent source of defect. Source code written by a freelancer, a website built by an agency, graphics produced by an external designer, or software commissioned from a development house are all cases where the creator, not the company, may hold the rights unless they were assigned. Paying for the work does not, by itself, automatically vest all IP rights in the company; a written assignment is generally what moves the rights.

The founder case is its own trap. It is common for a founder to have created the brand, the first version of the product or the original code before the company was even incorporated, and then never to have formally assigned it to the company. In an acquisition that means the asset the buyer is paying for may sit with an individual rather than with the target, and the cure is a documented assignment from the founder to the company.

Diligence here is about the chain of title again, extended to non-employees: identify every external creator of a material asset, obtain the agreements, and confirm that each contains an effective assignment. Where it does not, the missing assignment becomes a remediation item, a condition or a specifically warranted and indemnified risk.

A software-heavy target needs a dedicated technology stream. The core question is ownership of the source code, established through the employee and contractor chain of title just described, and confirmed against the code repositories and the development agreements. Beyond ownership sit the dependencies: third-party libraries and components, commercial libraries under their own licences, APIs, and the SaaS, cloud and platform services the product relies on to run.

Each dependency is a question of whether the target has the rights it needs and whether those rights survive the deal. A commercial component may be licensed on terms that restrict assignment or change of control; a critical platform dependency may sit in a personal account; and an escrow arrangement, if one exists, needs to be checked for what it actually covers. The point is to establish that the buyer will own or validly license everything the product is built from.

This is a review of the IP and licensing position of the software, not a full IT-infrastructure or cybersecurity audit. Security and operational resilience are their own workstreams; the IP-diligence focus is on ownership, licences and the rights that travel — or fail to travel — with the code.

Almost every modern codebase incorporates open-source software, and the diligence concern is not that open source is used but on what terms. Permissive licences such as MIT, Apache and BSD mainly impose attribution obligations, while copyleft licences such as the GPL, LGPL and AGPL can impose obligations to make source code available and to license derivative or combined works on the same terms, with the AGPL extending to network and SaaS use. Mixing proprietary code with strongly copyleft components without understanding the consequences is the classic exposure.

The review therefore seeks a bill of materials for the codebase, identifies the licences in play, and assesses where copyleft, attribution or source-disclosure obligations bite given how the software is distributed or offered as a service. The obligations here arise principally from the licence terms themselves and from international software practice, because the licences are the source of the obligations — this is not a matter of a Moroccan statutory "open-source law".

For that reason the analysis stops short of a definitive prediction about how a Moroccan court would enforce a particular open-source licence. What diligence can do is map the obligations the licences impose and flag the combinations that create real risk, so the buyer understands what it is acquiring and can require clean-up where a component is incompatible with the way the product is sold.

Much of a target's real value can lie in information that is not registered at all: formulations, processes, customer and supplier data, pricing models and other know-how. There is no standalone registration system that proves ownership of a trade secret, so protection depends on how the information has been kept confidential and on the contracts that govern access to it.

Diligence looks at the confidentiality architecture: non-disclosure agreements with counterparties, confidentiality and IP clauses in employment and contractor contracts, access controls over sensitive material, and the treatment of information shared with distributors, suppliers and partners. A particular concern is former employees and contractors who had access to key know-how and whose obligations after departure need to be understood.

The point is that a trade secret is only as strong as the confidentiality that surrounds it. A business that has not documented its confidentiality obligations, or that has let sensitive information circulate freely, may not be able to protect the very know-how a buyer is paying for, and that weakness should be surfaced even though nothing appears in any register.

Licences are where IP flows into and out of the business, and the two directions raise different concerns. Inbound licences — the rights the target needs from others to operate, such as software, technology or brand licences — matter because losing one can stop the business; outbound licences — the rights the target has granted to others — matter because they limit what the buyer can do with the acquired IP and may carry ongoing obligations.

For each material licence the review reads the terms that bite in a transaction: exclusivity, territory and duration; sublicensing and assignment rights; any change-of-control provision; termination and renewal; royalty and payment obligations; quality-control and audit rights; field-of-use restrictions; and, for technology, source-code access and any escrow. Whether a licence has been recorded, where recordal is relevant, is also checked.

The distinction to hold onto is between licensing and ownership. A right the target licenses is not a right it owns, and a business that depends on an inbound licence it cannot assign, or that has granted an exclusive outbound licence that ties the buyer's hands, has a value and a risk profile quite different from one that owns its core IP outright.

The interaction between the deal and the target's licences is one of the most important IP-diligence findings, and it turns on a distinction the M&A guides develop in full. A share sale does not, by itself, assign the target's contracts — the target remains the contracting party — so a licence is not disturbed merely because the shareholder changes. That baseline, and the machinery behind it, are set out in the guide on change of control and third-party consents.

But a licence or technology agreement can contain a change-of-control clause, and its effect turns entirely on its wording. Such a clause may require the counterparty's consent, allow it to terminate, trigger a renegotiation, cause a loss of exclusivity, accelerate obligations, or set off a cross-default. So a share deal that leaves the contracts formally undisturbed can still lose a critical licence if a change-of-control clause is triggered and a consent is not obtained.

Diligence therefore reads every material IP and technology licence specifically for change-of-control language, maps which counterparties would have to be approached, and feeds the result into the consent plan for the deal. In an asset sale the analysis shifts to whether each licence can be assigned and what consents that assignment needs, but the discipline — find the trigger, plan the consent — is the same.

IP rights can be encumbered, and a buyer needs to know whether the assets it is acquiring are free of security or other burdens. For industrial property, a pledge or other act affecting the right can be recorded in the national register under Article 157, and recordal is what makes it opposable to third parties, so the register is checked for recorded encumbrances. Separately, Morocco operates a national electronic register of security interests over movable assets under Law 21-18, which can be relevant where IP has been used as collateral.

Because both frameworks exist, the safe course in diligence is to check the industrial-property register and to consider the movable-security register, without asserting that either one alone gives a complete and universal answer for every kind of IP collateral. The precise interaction between Article 157 recordal and the Law 21-18 register for intellectual property is a point to confirm with Moroccan counsel rather than to state categorically.

Beyond formal security, other arrangements can burden a right in substance: an exclusive licence removes the owner's own freedom to use or license the mark, and a coexistence or settlement agreement can restrict how a mark may be used or where. These are encumbrances in the practical sense a buyer cares about, and they belong in the same part of the review even though they are not security interests.

The disputes review looks for both live and latent conflict: pending or threatened infringement claims, oppositions, cancellation or nullity actions, non-use revocation exposure, customs measures, cease-and-desist correspondence, settlements, coexistence agreements, and any undertakings that restrict how the target may use its rights in future. How these enforcement routes actually work is covered by the hub on trademark protection and enforcement in Morocco, and IP disputes fall to the commercial courts (Article 15).

The key analytical point is that the absence of a filed lawsuit does not mean the absence of IP risk. A cease-and-desist letter that was never litigated, a coexistence agreement that quietly limits the brand, or an undertaking given years ago can all constrain the target without appearing as pending litigation. Much of this is disclosure-dependent, because litigation history and correspondence are not comprehensively public.

So the review combines what the register shows — recorded oppositions and status — with a disclosure request for the correspondence, settlements and undertakings that shape the real dispute position. A settled dispute can be as significant as a live one if the settlement restricts what the buyer can do with the asset.

Diligence is not only about the rights the target owns; it is also about whether the target's own activities might infringe someone else's rights. This freedom-to-operate question can span trademark clearance for the brands the business uses, patent freedom-to-operate for its products or processes, the licences behind its software, the provenance of copyrighted content it uses, and the design of its products and packaging, as well as the goods it imports.

In Morocco, as elsewhere, freedom to operate is a transactional and analytical assessment rather than a single formal administrative procedure that produces a certificate. It draws on searches, on the target's own records, and on judgement about where the real exposure lies given the business's activities. The depth of the exercise should match the risk: a product built on a crowded patent landscape or a brand close to a competitor's warrants more than a business with little third-party exposure.

The output is an assessment of where the target may be exposed to third-party claims, which then feeds the risk allocation in the deal — a matter for warranties and, where a specific exposure is identified, for indemnities or price adjustment rather than for a clean bill of health.

A brand today lives as much in its domains and digital accounts as in its trademark register, and control of those assets is a practical diligence question. The review checks who is recorded as the registrant of the key domains, who controls the registrar account and the administrative email, when the domains expire and how renewal is handled, and who holds the transfer credentials and DNS control. Social-media and marketplace accounts are checked on the same practical footing where they matter to the business.

The recurring risk is that a critical domain or account is controlled by a former employee, a former developer or an external agency rather than by the company, so that the target cannot actually move or secure it. A domain that lapses, or whose account cannot be accessed, can take a live brand offline regardless of how solid the trademark registration is.

It is worth being precise about what these assets are. Control of a domain or a social-media handle is a matter of contract and account access, not of a Moroccan statutory intellectual-property right in the handle itself. Diligence treats them as practical assets to secure and transfer, and the deal provides for the transfer of credentials and control at closing.

Certain findings recur often enough to be treated as red flags. Among the most common: the target does not own its core trademark, or a founder owns it personally; the Moroccan brand is registered in a distributor's name; a key registration has expired or is exposed to non-use revocation; an opposition or nullity action is pending; employee or contractor assignments are missing; the source code was written by a contractor who never assigned it; the codebase carries copyleft open-source exposure; a critical licence cannot be assigned or terminates on change of control; a core brand is unregistered; a third party holds conflicting rights; renewal records are missing; the owner name in the register is inconsistent; or a domain is controlled by a former employee or provider.

A red flag is a prompt to investigate and to allocate risk, not automatically a reason to walk away. The useful discipline is to classify each finding by how it should be handled in the deal: a genuine deal-breaker; something to remediate before closing; a condition precedent; a consent to obtain; a matter for a specific warranty; a matter for a specific indemnity; a holdback or escrow consideration; or a post-closing integration item.

That classification is transaction practice, not a statutory scheme — Moroccan law does not prescribe a red-flag scoring system. It is simply the way a diligence team translates legal findings into the levers a buyer actually has, which is the subject of the next section.

Diligence findings are only useful if they change the deal, and there is a standard set of levers. Identified defects can be turned into conditions precedent to be satisfied before closing — a signed assignment, a recordal filing, a renewal, a third-party consent, the correction of an ownership mismatch. The mechanics of pre-closing conditions and completion are the subject of the guide on conditions precedent and closing in a Moroccan share sale.

Risks that cannot be cured before closing are allocated instead through the contract. The seller gives representations and warranties about the IP — ownership, validity, registrations, licences, employee and contractor rights, absence of undisclosed encumbrances, fees and renewals, and non-infringement — and a specific indemnity or a holdback can cover an identified exposure. What that warranty package looks like, and how it is negotiated, is developed in the guide on seller representations and warranties in Moroccan share sales.

None of this is a statutory Moroccan requirement: warranties, indemnities, holdbacks and price adjustments are negotiated contractual protection, and their availability and shape depend on the bargain, not on a rule of law. The value of diligence is that it identifies which risks are worth curing before closing, which are worth warranting, and which are serious enough to change the price or the deal — and then makes sure each finding lands in the right place in the documents and in the closing and post-closing plan.

Foreign buyers face the same review with an added layer. Intellectual-property rights are territorial, so what matters is the right that exists in Morocco — a Moroccan registration, a Madrid designation effective there, or, as the recognised exception, a mark well known in Morocco. How a foreign owner acquires, holds and coordinates a Moroccan right is developed in the guide on protecting a foreign brand in Morocco.

The cross-border mechanics matter in practice. A non-resident must act through a representative established in Morocco to deal with OMPIC (Article 4), which affects who files recordals and consents. The Moroccan register position has to be reconciled against the global IP schedule the buyer's advisers maintain, chain-of-title documents may need translation, and the Moroccan formalities — assignments, recordals, consents — have to be sequenced into a transaction timetable that is usually driven from abroad.

The practical goal is a single, coherent view of the Moroccan IP position that slots into the wider deal: what the target owns in Morocco, what is defective, what has to be cured locally and by when, and how that maps onto the closing conditions and the post-closing plan.

IP diligence in a Moroccan deal rewards local knowledge of the register and the formalities, and that is where a Moroccan lawyer, or Moroccan counsel instructed for the transaction, has a concrete role. At the review stage, a lawyer in Morocco may run the OMPIC searches, verify ownership and the chain of title, analyse recordal against third parties under Article 157, assess non-use exposure under Article 163, review the Moroccan licences and their change-of-control and assignment terms, and check the dispute and opposition position.

As findings emerge, the role turns to structuring the response. Moroccan counsel may identify which transfers or recordals have to be completed, and in what order; localise the representations and warranties so they fit Moroccan rights and formalities; draft the Moroccan conditions precedent; and prepare the assignments and recordal filings that make the buyer's position opposable. Where the target holds rights as a non-resident, counsel may act as, or arrange, the Article 4 representative.

After signing, the role continues into completion and integration: coordinating the assignments and recordals, the renewals, the correction of ownership mismatches and the transfer of domain and account control, so the acquired portfolio ends up clean and in the buyer's name. The value is in these specific, register-aware judgements, not in a generic suggestion to seek advice. An intellectual-property or M&A lawyer in Morocco is engaged directly by the buyer or the target; this guide is informational and describes that role rather than offering it.

A Moroccan IP review is almost always one workstream inside a larger, cross-border transaction run by lead foreign M&A counsel, a foreign law firm, international IP counsel, trademark and patent attorneys, an in-house legal team, private-equity counsel, and technical diligence teams. In that setting, local counsel in Morocco executes the Moroccan steps while coordinating with the wider team on a single deal.

That coordination is concrete. The Moroccan workstream feeds the global red-flag report and the IP schedule; it contributes the Moroccan entries to the risk matrix and the disclosure schedules; it supplies comments on the IP representations in the SPA and the items for the conditions-precedent and consent lists; and it produces the Moroccan closing checklist and the post-closing remediation list for recordals, renewals and assignments. It also reconciles the Moroccan register position with the international portfolio the buyer's IP attorneys manage, so the same asset is not described two different ways in two different schedules. A Moroccan lawyer may act as the local execution and advice point within that structure, working alongside foreign counsel and regional MENA and Africa advisers rather than in place of them. This description is institutional and informational; it does not imply that AvocAffaire is retained as counsel.