Simple IP Assignment Agreement Template for Canada

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Key Requirements PROMPT example:

Simple IP Assignment Agreement

"I need a Simple IP Assignment Agreement to transfer ownership of a software application and related patents from my consulting company to a tech startup in Vancouver, with the transfer to be completed by March 2025 and including provisions for ongoing technical support during the transition period."

Document background
The Simple IP Assignment Agreement is a fundamental legal instrument used in Canadian business and innovation contexts to transfer intellectual property rights. This document becomes necessary when an individual, company, or institution needs to transfer ownership of intellectual property, such as patents, copyrights, trademarks, or trade secrets, to another party. Common scenarios include employee inventions being assigned to employers, technology transfers between companies, or assignment of rights in M&A transactions. The agreement must comply with Canadian federal intellectual property legislation and provincial contract laws, ensuring proper documentation of the transfer and protecting both assignor and assignee interests. It typically includes detailed descriptions of the IP being transferred, warranties about ownership and non-infringement, and terms of the transfer.
Suggested Sections

1. Parties: Identification of the Assignor and Assignee with full legal names and addresses

2. Background: Context of the IP assignment, relationship between parties, and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement, including specific IP-related terminology

4. Assignment: Core provision transferring ownership of the IP from Assignor to Assignee

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

6. Representations and Warranties: Assignor's warranties regarding IP ownership, right to assign, and non-infringement

7. Further Assurances: Commitment to execute additional documents and take necessary steps to perfect the assignment

8. Governing Law: Specification of Canadian law as governing law and jurisdiction

9. Execution: Signature blocks and execution requirements

Optional Sections

1. Confidentiality: Required when sensitive information needs protection during and after the assignment process

2. Tax Provisions: Include when there are specific tax implications or requirements for the IP transfer

3. Survival: Needed when certain provisions should continue after the assignment is complete

4. Assignment and Succession: Include when restrictions on further assignment are needed

5. Moral Rights Waiver: Required for copyright assignments where moral rights are relevant

6. Indemnification: Include when specific indemnification obligations are necessary

7. Security Interest: Required when the IP assignment involves security interests or liens

Suggested Schedules

1. Schedule A - Description of Intellectual Property: Detailed description of all IP being assigned, including registration numbers and dates

2. Schedule B - Existing Licenses and Encumbrances: List of any existing licenses, permissions, or encumbrances affecting the IP

3. Schedule C - Assignment Documents: Forms and documents required for recording the assignment with IP offices

4. Schedule D - Payment Terms: Detailed payment schedule and terms if consideration is complex or involves multiple payments

5. Appendix 1 - Related Agreements: Copies or references to related agreements affecting the IP assignment

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

Relevant Industries

Technology

Software Development

Biotechnology

Pharmaceutical

Manufacturing

Research and Development

Creative Industries

Media and Entertainment

Education

Professional Services

Healthcare

Engineering

Telecommunications

Relevant Teams

Legal

Intellectual Property

Research and Development

Innovation

Technology Transfer

Corporate Development

Business Development

Compliance

Operations

Executive Leadership

Relevant Roles

Intellectual Property Lawyer

Corporate Lawyer

Legal Counsel

Patent Attorney

Technology Transfer Officer

Research Director

Chief Technology Officer

Innovation Manager

R&D Manager

Business Development Manager

CEO

Startup Founder

Contract Manager

IP Portfolio Manager

General Counsel

Industries
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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