What is it?
This term functions as a classification within Property Law, specifically governing assets that are not tangible real or personal property.
Quick answer
Intangible usually means property without physical substance, like patents or customer lists. In contracts, it matters because its value is harder to quantify than a piece of equipment. Before signing, check if the specific intangible asset is clearly listed and valued.
Definitions
Intangible refers to property lacking physical substance, such as intellectual rights or goodwill on a business.
An intangible is like your allowance—it has no physical shape, but you can use it to trade for toys. It represents ownership of something invisible, like the right to read a book.
Term context
This term functions as a classification within Property Law, specifically governing assets that are not tangible real or personal property.
Ignoring this designation risks misapplying security interest requirements under Article 9 UCC, potentially leading to a creditor losing priority over collateral.
The classification becomes critical when a lender files a financing statement on behalf of the borrower, establishing their claim against the asset.
You frequently encounter this concept in commercial loan agreements, equipment leases, and security agreement filings under Article 9 UCC.
A franchisor holds intangible assets like brand trademarks; they gain rights to enforce them while risking infringement lawsuits from competitors.
First, the asset must be identified (e.g., a patent or customer list). Then, its lack of physical form dictates how it is valued and insured. Finally, this classification governs which legal framework applies when disputes arise over that ownership right.
Contract relevance
Ignoring this designation risks misapplying security interest requirements under Article 9 UCC, potentially leading to a creditor losing priority over collateral.
Document context
| Document type | Section | Why it matters |
|---|---|---|
| Asset Purchase Agreement | Schedule A (Assets) | To ensure all non-physical rights are transferred. |
| Licensing Agreement | Recitals/Definitions Section | To define what intellectual property is being granted usage rights over. |
| Promissory Note | Description of Collateral | To specify if the debt is secured by a business's goodwill or brand name. |
| Employment Contract | Compensation Section | When bonuses are tied to non-physical performance metrics, like client acquisition. |
| Statute/Regulation | Property Classification Clause | Dictates how the asset will be taxed or regulated under state law. |
Contract language
| Contract wording | Plain-English meaning | What to check |
|---|---|---|
| Intellectual Property Rights (IPR) | Ideas, brands, and data that aren't tangible objects | Confirm exactly which IP is being bought or licensed. |
| Goodwill of the Business | The reputation and customer loyalty attached to a company | Verify this value isn't just assumed; it must be quantified. |
| Customer Data Set | Lists, records, and relationships with clients | Ensure ownership transfers *with* the underlying contract rights. |
| Trade Secrets | Confidential processes or formulas (like recipes) | Make sure confidentiality obligations survive the end of the agreement. |
Red flags
Undefined 'Business Value'
If it fails to specify what intangible is being valued, disputes over purchase price will follow.
What to check: Demand a clear schedule detailing all included intangibles.
'As Applicable' Intangible Rights
This phrase leaves room for interpretation regarding which rights apply in a specific scenario.
What to check: Require the parties to list *all* applicable rights upfront.
Failure to Delineate Scope of Use (Licensing)
If it just says 'use,' but doesn't say 'exclusively' or 'non-exclusively,' scope becomes murky.
What to check: Check if the license is limited, exclusive, or worldwide.
Waiver of Future Claims
This might strip you of rights to future intangible assets generated by the business.
What to check: Review this clause carefully; it limits your ability to sue later.
Wording examples
Vague wording
All intangible assets
Clearer wording
"All intangible assets listed in Schedule A including, but not limited to: [specific list]"
Vague wording
Related intangible rights
Clearer wording
"All intellectual property rights, including copyrights, trademarks, patents, and trade secrets"
Note: “clearer” means easier to read — not legally reviewed or guaranteed safe.
Pre-signature checklist
Is the specific asset named (e.g., Patent #1234) or generally defined?
Does the contract clearly state *who* owns the intangible before the agreement?
If licensed, is the scope of use limited (exclusive/non-exclusive)?
Are there stipulations about how long the ownership rights last post-termination?
Is there a mechanism to value the intangible if it's not explicitly priced in the main body?
Does the contract survive termination regarding these assets?
Party impact
| Party | What this party should check |
|---|---|
| Buyer | Must confirm they receive full, unencumbered title to every listed intangible. |
| Seller | Must ensure all necessary documentation proving ownership of intangibles is provided. |
| Licensor | Needs to define precisely what rights are being granted (e.g., 'Right to use' vs. 'Full Ownership'). |
| Employee | Should confirm that any IP created during employment automatically vests in the company. |
Comparison
| Related term | Plain meaning | Main difference from intangible |
|---|---|---|
| Tangible Asset | Something you can touch, like machinery or real estate | The main difference is physical substance versus non-physical rights. |
| Goodwill | The reputation/brand value of a business | Goodwill is an *intangible* asset; it's the value derived from how people perceive the company. |
| Intellectual Property (IP) | A broad category covering patents, copyrights, etc. | IP is the umbrella term; intangibles are the specific assets under that umbrella. |
Missing or vague
If you leave 'intangible' undefined, disputes will flare over what exactly was transferred or licensed. For instance, does 'goodwill' include social media followers? Does it cover future product ideas? Ambiguity forces litigation to interpret intent. You risk losing valuable business value because no one agreed on the scope of that abstract right.
Document map
| Contract section | What to inspect |
|---|---|
| Definitions | Look here for a formal definition; if absent, assume common law meaning applies. |
| Assignment/Transfer Section | Check how ownership of intangibles moves from Seller to Buyer (or Licensor to Licensee). |
| Covenants Section | Inspect promises regarding the maintenance or protection of existing intangible assets. |
| Indemnification Clause | See who pays if a third party claims an intangible asset (like a patent) was stolen. |
Visual model
A software developer secures a loan using source code as collateral; the intangible asset allows the lender to control the programming rights.
A restaurant owner sells their established reputation (goodwill); the sale documents must specifically define this non-physical value.
A patent holder licenses their invention; the contract confirms the right to use that purely intellectual, intangible creation.
Questions & answers
Intangible usually means property without physical substance, like patents or customer lists. In contracts, it matters because its value is harder to quantify than a piece of equipment. Before signing, check if the specific intangible asset is clearly listed and valued.
An intangible is like your allowance—it has no physical shape, but you can use it to trade for toys. It represents ownership of something invisible, like the right to read a book.
Ignoring this designation risks misapplying security interest requirements under Article 9 UCC, potentially leading to a creditor losing priority over collateral.
The classification becomes critical when a lender files a financing statement on behalf of the borrower, establishing their claim against the asset.
You frequently encounter this concept in commercial loan agreements, equipment leases, and security agreement filings under Article 9 UCC.
A franchisor holds intangible assets like brand trademarks; they gain rights to enforce them while risking infringement lawsuits from competitors.
First, the asset must be identified (e.g., a patent or customer list). Then, its lack of physical form dictates how it is valued and insured. Finally, this classification governs which legal framework applies when disputes arise over that ownership right.
If you leave 'intangible' undefined, disputes will flare over what exactly was transferred or licensed. For instance, does 'goodwill' include social media followers? Does it cover future product ideas? Ambiguity forces litigation to interpret intent. You risk losing valuable business value because no one agreed on the scope of that abstract right.
Wikipedia
Intangibles or intangible may refer to: Intangible asset, an asset class used in accounting Intellectual capital, the difference in value between tangible assets (physical and financial) and market value Intellectual property, a legal concept Social capital,...
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Source & disclosure
This page is an AI-assisted plain-English explanation based on LexPredict Legal Dictionary context and contract-review patterns. It is not legal advice. Meaning may vary by jurisdiction, industry, and exact clause wording.
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IRS Form 8992 — U.S. Shareholder Calculation of Global Intangible Low-Taxed Income (GILTI)
IRS Form 8992: U.S. Shareholder Calculation of Global Intangible Low-Taxed Income (GILTI)
View →IRS Form 8993 — Section 250 Deduction for Foreign-Derived Intangible Income (FDII) and Global Intangible Low-Taxed Income (GILTI)
IRS Form 8993: Section 250 Deduction for Foreign-Derived Intangible Income (FDII) and Global Intangible Low-Taxed Income (GILTI)
View →IRS Form 1040 — U.S. Individual Income Tax Return
Annual federal income tax return for individual taxpayers.
View →IRS Form W-4 — Employee's Withholding Certificate
Tells your employer how much federal income tax to withhold from each paycheck.
View →Review risky clauses in plain English, fix the document, and keep it moving toward signature.