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IP Assignment Agreement
"I need an IP Assignment Agreement for transferring a software patent and related trade secrets from my tech startup to a large multinational corporation, with provisions for ongoing technical support during a 6-month transition period starting March 2025."
1. Parties: Identifies and provides full details of the assignor and assignee
2. Background: Sets out the context of the agreement, including the ownership of the IP and the intention to transfer
3. Definitions: Defines key terms used throughout the agreement, including specific IP-related terminology
4. Assignment: Core clause that effects the transfer of IP rights from assignor to assignee
5. Consideration: Specifies the payment or other consideration for the IP assignment
6. Warranties: Assignor's warranties regarding ownership, right to assign, and nature of the IP
7. Further Assurance: Obligation to execute additional documents and take necessary steps to perfect the assignment
8. Confidentiality: Obligations regarding confidential information related to the IP
9. Governing Law and Jurisdiction: Specifies New Zealand law as governing law and jurisdiction for disputes
10. Execution: Formal execution block for signing by both parties
1. Moral Rights: Required for copyright works where moral rights need to be waived or addressed
2. Employee/Contractor Obligations: Used when the IP was created by employees or contractors who need to be bound
3. Registration and Recordal: Include when the IP requires registration or recordal with government offices
4. Tax Provisions: Required when there are specific tax implications for the IP transfer
5. Cross-Border Provisions: Include when the IP has international aspects or protection
6. Existing Licenses: Required when there are existing licenses that need to be addressed
7. Improvements: Include when future improvements to the IP need to be addressed
8. Know-How Transfer: Used when practical knowledge or trade secrets need to be transferred alongside the IP
1. Schedule 1 - Intellectual Property: Detailed description of all IP being assigned, including registration numbers where applicable
2. Schedule 2 - Assignment Forms: Specific assignment forms required for different IP types (patents, trademarks, etc.)
3. Schedule 3 - Payment Terms: Detailed payment structure and terms if the consideration is complex
4. Schedule 4 - Existing Licenses: List and details of any existing licenses or encumbrances on the IP
5. Schedule 5 - Required Registrations: List of registrations and recordals required in different jurisdictions
6. Appendix A - Due Diligence Results: Summary of IP due diligence findings and identified risks
7. Appendix B - Technical Documentation: Technical specifications and documentation related to the IP
Authors
Technology
Software Development
Biotechnology
Manufacturing
Research and Development
Healthcare
Entertainment
Media
Education
Pharmaceuticals
Creative Industries
Engineering
Consumer Products
Professional Services
Telecommunications
Legal
Intellectual Property
Research and Development
Innovation
Business Development
Corporate Strategy
Technology Transfer
Compliance
Product Development
Executive Leadership
Legal Counsel
Intellectual Property Manager
Chief Technology Officer
Research Director
Innovation Manager
Patent Attorney
Business Development Manager
Chief Executive Officer
Technology Transfer Officer
Contracts Manager
General Counsel
Research Scientist
Product Development Manager
Head of R&D
Compliance Officer
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IP Assignment Agreement
A New Zealand-governed agreement that transfers ownership of intellectual property rights from one party to another.
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