Assignment of Intellectual Property Rights

This is a template for the assignment of intellectual property rights (IPR) in the context of an asset purchase transaction. It is designed to facilitate the transfer of various IPR from the Assignor to the Assignee, ensuring clarity and legal compliance. The agreement includes essential sections such as definitions, commencement, assignment terms, assignment fee, and other costs. It also covers taxes, warranties, indemnities, moral rights, and the handling of excluded and third-party IPR. Confidentiality provisions are included to protect sensitive information exchanged between the parties. The document is governed by the laws of England and Wales, with specified jurisdiction for resolving disputes.  Execution clauses ensure that the agreement is properly signed and legally binding. This template is intended for straightforward transactions and can be adapted for more complex scenarios by referring to the long-form version or additional precedents. It provides a structured framework to ensure that all relevant IPR are effectively transferred, protecting the interests of both parties involved in the transaction. 

IPR (Intellectual Property Rights) is defined in the document as encompassing a broad range of rights, including:

• Copyright and related rights such as moral rights and performers' rights
• Patents and rights in inventions
• Rights in confidential information, know-how, and trade secrets
• Trade marks, geographical indications, service marks, and trade names
• Design rights, rights in get-up and trade dress
• Database rights and databases
• Data exclusivity rights and approvals
• Utility models
• Domain names and business names
• Rights in computer software, mask works, and topography rights
• The right to sue for infringement, unfair competition, and passing off
• All similar rights of whatever nature, whether registered or not, including applications, renewals, and extensions of such rights, whether vested, contingent, or future, and wherever existing 

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Publisher’s Notice:

Note: This publication does not necessarily deal with every important topic, nor cover every aspect of the topics with which it deals. Templates do not include or provide legal or other advice to users. They are designed to provide a head-start to the development of a commercial agreement and are not the finished article. They require careful reading, analysis and customisation in order to meet the particular needs of the parties to the document. 

All templates and other documents downloaded from this website are subject to our Terms of Sale. 

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