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Rights Transfer Agreement

Rights Transfer Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Rights Transfer Agreement

I need a Rights Transfer Agreement under UAE law to transfer ownership of our software patents and associated intellectual property rights to a multinational technology company, with completion scheduled for March 2025 and including ongoing technical support provisions for 6 months post-transfer.

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Document background
The Rights Transfer Agreement is a crucial legal instrument used in the United Arab Emirates when one party (the transferor) wishes to permanently transfer ownership of specific rights to another party (the transferee). This document is particularly relevant in scenarios involving intellectual property transfers, business asset sales, or technology transfers. The agreement must comply with UAE federal laws, including Federal Law No. 5 of 1985 (Civil Code) and various intellectual property laws. It typically includes detailed descriptions of the rights being transferred, warranties of ownership, consideration details, and specific provisions for registration with relevant UAE authorities. The Rights Transfer Agreement is distinct from licensing agreements as it involves permanent transfer of ownership rather than temporary permission to use rights.
Suggested Sections

1. Parties: Identification of the transferor and transferee, including full legal names, addresses, and registration details

2. Background: Context of the rights transfer, history of ownership, and purpose of the transfer

3. Definitions: Key terms used throughout the agreement, including specific rights being transferred

4. Rights Being Transferred: Detailed description of the rights being transferred, including scope and territory

5. Transfer Price and Payment: Consideration for the transfer, payment terms, and method of payment

6. Effective Date and Completion: When the transfer takes effect and any conditions precedent

7. Representations and Warranties: Statements regarding ownership, authority to transfer, and absence of encumbrances

8. Registration and Formalities: Requirements for registering the transfer with relevant authorities

9. Further Assurance: Obligations to execute additional documents and assist with transfer formalities

10. Governing Law and Jurisdiction: Specification of UAE law and jurisdiction for dispute resolution

Optional Sections

1. Intellectual Property Specific Provisions: Additional provisions specific to IP rights transfer, used when transferring patents, trademarks, or copyrights

2. Transition Services: Provisions for temporary support services, used when the transferor needs to assist with transition

3. Tax Provisions: Specific tax-related provisions, used when the transfer has significant tax implications

4. Confidentiality: Provisions regarding confidential information, used when sensitive information is involved

5. Non-Competition: Restrictions on transferor's future activities, used when protecting the value of transferred rights

6. Employee and Contract Transfer: Provisions for related employees or contracts, used when rights transfer affects existing relationships

7. Islamic Finance Compliance: Additional provisions ensuring Sharia compliance, used when required by parties or financing

8. Force Majeure: Provisions for unforeseen circumstances, used in complex or long-term transfers

Suggested Schedules

1. Schedule 1 - Description of Rights: Detailed technical or legal description of the rights being transferred

2. Schedule 2 - Existing Licenses and Agreements: List of current licenses, agreements, or encumbrances affecting the rights

3. Schedule 3 - Registration Details: Details of current registrations and certificates for the rights

4. Schedule 4 - Transfer Documents: Forms and documents required for registration of transfer

5. Schedule 5 - Payment Schedule: Detailed payment terms and installments if applicable

6. Appendix A - Due Diligence Reports: Reports confirming ownership and status of rights

7. Appendix B - Power of Attorney: Required for registration procedures with UAE authorities

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
Applicable Law
Assets
Assignment Date
Business Day
Commencement Date
Completion
Completion Date
Confidential Information
Consideration
Effective Date
Encumbrance
Execution Date
Further Assurance
Governing Law
Intellectual Property Rights
Licensed Rights
Material Adverse Effect
Moral Rights
Parties
Recipient
Registration
Related Rights
Relevant Authority
Rights
Subsidiary Rights
Territory
Third Party Rights
Title Documents
Trade Secrets
Transaction
Transfer
Transferee
Transferor
UAE
Warranties
Working Hours
Clauses
Parties
Recitals
Definitions
Transfer of Rights
Consideration
Completion
Conditions Precedent
Representations and Warranties
Further Assurance
Registration
Compliance with Laws
Confidentiality
Assignment
Force Majeure
Indemnification
Liability
Intellectual Property
Notices
Amendments
Severability
Entire Agreement
Waiver
Costs and Expenses
Tax
Dispute Resolution
Governing Law
Jurisdiction
Language
Counterparts
Third Party Rights
Non-Competition
Transition Services
Survival
Authority
Title Guarantee
Relevant Industries

Technology

Media and Entertainment

Intellectual Property

Manufacturing

Research and Development

Pharmaceuticals

Software Development

Creative Industries

Publishing

Telecommunications

Real Estate

Energy

Healthcare

Education

Financial Services

Relevant Teams

Legal

Intellectual Property

Commercial

Business Development

Research & Development

Compliance

Corporate Affairs

Technology Transfer

Innovation

Risk Management

Finance

Operations

Relevant Roles

Legal Counsel

Intellectual Property Manager

Business Development Director

Chief Technology Officer

Chief Executive Officer

Commercial Director

Research and Development Manager

Innovation Director

Compliance Officer

Contract Manager

Corporate Secretary

General Counsel

IP Rights Administrator

Technology Transfer Officer

Asset Manager

Industries
UAE Civil Code (Federal Law No. 5 of 1985): Provides the fundamental legal framework for contracts, including formation, validity, and enforcement of agreements. Articles 125-129 specifically deal with transfer of rights and obligations.
UAE Commercial Transactions Law (Federal Law No. 18 of 1993): Governs commercial transactions and business dealings, including provisions related to commercial rights transfer and business arrangements.
UAE Copyright Law (Federal Law No. 7 of 2002): Regulates the transfer and assignment of copyright and related rights, including moral and economic rights in creative works.
UAE Trademark Law (Federal Law No. 37 of 1992 and its amendments): Governs the transfer and assignment of trademark rights, including registration requirements and procedures for trademark assignments.
UAE Patent and Industrial Design Law (Federal Law No. 17 of 2002): Provides framework for transfer of patent rights and industrial design rights, including registration requirements.
Electronic Transactions and Commerce Law (Federal Law No. 1 of 2006): Relevant if the rights transfer agreement involves digital assets or electronic execution.
UAE Competition Law (Federal Law No. 4 of 2012): May be relevant if the rights transfer could impact market competition or involve substantial market players.
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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