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Assignment Of License Agreement

Assignment Of License Agreement Generator for United Arab Emirates

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Key Requirements PROMPT example:

Assignment Of License Agreement

"I need an Assignment of License Agreement to transfer our software licensing rights to our newly formed UAE subsidiary as part of our corporate restructuring, with the assignment to take effect from March 1, 2025."

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Document background
The Assignment Of License Agreement is a crucial legal instrument used when a license holder needs to transfer their rights and obligations under an existing license agreement to another party in the United Arab Emirates. This document is commonly required during business acquisitions, corporate restructuring, or strategic partnerships where intellectual property rights need to be transferred. The agreement must comply with UAE Federal Laws, particularly those governing intellectual property rights, commercial transactions, and contract formation. It includes essential provisions for the effective transfer of rights, warranties from the assignor, commitments from the assignee, and often requires the original licensor's consent. The document is particularly important in ensuring continuity of business operations while maintaining legal compliance with UAE regulations regarding license transfers and intellectual property rights.
Suggested Sections

1. Parties: Identification of the Assignor, Assignee, and Original Licensor (if party to the assignment)

2. Background: Context of the original license agreement and the reason for assignment

3. Definitions: Defined terms used throughout the agreement, including references to the Original License Agreement

4. Assignment: Core provision transferring all rights, title, and interest in the license from Assignor to Assignee

5. Consideration: Details of payment or other consideration for the assignment

6. Effective Date: Specifies when the assignment takes effect

7. Assignor's Warranties: Warranties regarding ownership, right to assign, no encumbrances, etc.

8. Assignee's Covenants: Assignee's commitment to comply with the original license terms

9. Original Licensor's Consent: Confirmation of the original licensor's approval of the assignment

10. Further Assurance: Obligation to execute additional documents necessary to effect the assignment

11. Governing Law and Jurisdiction: Specifies UAE law as governing law and relevant courts

12. Execution: Signature blocks and execution requirements

Optional Sections

1. Employee and Personnel Matters: Required if the assignment involves transfer of employees or contractors

2. Territorial Restrictions: Include if the license has specific territorial limitations

3. Intellectual Property Rights: Detailed section needed if complex IP rights are involved

4. Confidentiality: Include if additional confidentiality provisions beyond the original license are needed

5. Tax Provisions: Required if there are specific tax implications or allocations

6. Competition Law Compliance: Include if the assignment raises competition law concerns

7. Transition Services: Required if the assignor will provide temporary support services

8. Third Party Consents: Include if additional third party approvals are needed beyond the original licensor

Suggested Schedules

1. Original License Agreement: Copy of the license agreement being assigned

2. Licensed Rights: Detailed description of the rights being transferred

3. Assignment Consideration: Detailed payment terms and calculations if complex

4. Existing Contracts: List of related agreements or contracts being transferred

5. Required Consents: List of all required third-party consents and their status

6. Intellectual Property Register: Details of any registered IP rights covered by the license

7. Transition Services Plan: If applicable, detailed plan for transition support

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Assignor
Assignee
Original Licensor
Original License Agreement
Assignment Date
Effective Date
Licensed Rights
Licensed Technology
Licensed Products
Licensed Territory
Intellectual Property Rights
Assignment Consideration
Business Day
Confidential Information
Encumbrance
Force Majeure
Governmental Authority
Intellectual Property
Know-How
Material Adverse Effect
Parties
Patents
Related Agreements
Representatives
Royalties
Technical Information
Term
Third Party
Trademarks
Trade Secrets
Transaction Documents
Working Day
UAE
VAT
Relevant Industries

Technology

Manufacturing

Pharmaceuticals

Media and Entertainment

Telecommunications

Software and IT

Consumer Goods

Automotive

Healthcare

Research and Development

Biotechnology

Franchising

Relevant Teams

Legal

Intellectual Property

Commercial

Business Development

Compliance

Corporate Affairs

Technology Transfer

Research and Development

Licensing Operations

Contract Administration

Relevant Roles

Chief Legal Officer

Intellectual Property Manager

Legal Counsel

Licensing Director

Commercial Director

Chief Technology Officer

Business Development Manager

Contracts Manager

Compliance Officer

General Counsel

IP Rights Administrator

Corporate Lawyer

Technology Transfer Officer

Industries
UAE Federal Law No. 8 of 2002 (Commercial Agency Law): Governs commercial agency relationships and distribution agreements in the UAE, which may be relevant if the license involves distribution rights
UAE Federal Law No. 31 of 2021 (UAE Commercial Transactions Law): Provides the fundamental framework for commercial transactions and contractual relationships in the UAE
UAE Federal Law No. 7 of 2002 (Copyright Law): Governs copyright protection and the transfer of copyright-related rights, essential for software licenses or content-related assignments
UAE Federal Law No. 17 of 2002 (Industrial Property Law): Regulates patents, industrial designs, and other industrial property rights that may be subject to licensing
UAE Federal Law No. 37 of 1992 (Trademark Law): Governs trademark protection and licensing, crucial for assignments involving branded products or services
UAE Federal Law No. 4 of 2012 (Competition Law): Ensures that license assignments do not create anti-competitive effects in the market
UAE Civil Code (Federal Law No. 5 of 1985): Provides general principles of contract law, including formation, validity, and enforcement of agreements
UAE Federal Law No. 2 of 2019 (Foreign Direct Investment Law): May be relevant if the assignment involves foreign parties and ownership considerations
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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