Simple IP Assignment Agreement Template for Switzerland

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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 its associated intellectual property from my startup company to a large tech corporation, with the transfer to be completed by March 2025."

Document background
The Simple IP Assignment Agreement is a fundamental legal instrument used in Switzerland for transferring intellectual property rights between parties. This document is essential when there's a need to transfer ownership of patents, trademarks, copyrights, or other intellectual property from one entity to another, whether in the context of a business transaction, employment relationship, or independent transfer. The agreement must comply with Swiss federal laws, including the Swiss Code of Obligations and specific IP legislation. It's commonly used in scenarios such as company acquisitions, employee innovations, freelance work deliverables, or technology transfers. The document includes crucial elements such as precise identification of the IP being transferred, warranties of ownership, and provisions for future cooperation in formalizing the transfer with relevant authorities.
Suggested Sections

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

2. Background: Context of the IP creation and ownership, and purpose of the assignment

3. Definitions: Definitions of key terms used throughout the agreement

4. Assignment: Clear statement of the transfer of IP rights from Assignor to Assignee

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

6. Assignor's Representations and Warranties: Warranties regarding ownership, right to assign, and non-infringement of third-party rights

7. Further Assurance: Obligation to execute additional documents and assist with IP registration transfer

8. Waiver of Rights: Explicit waiver of any moral rights or other retained rights in the IP

9. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes

10. Entire Agreement: Standard integration clause confirming this is the complete agreement between parties

Optional Sections

1. Existing Licenses: Required if there are any existing licenses or permissions granted to third parties

2. Third Party Rights: Needed if the IP incorporates or depends on any third-party intellectual property

3. Confidentiality: Include if sensitive information will be exchanged during the assignment process

4. Tax Provisions: Required for high-value transfers or international assignments with tax implications

5. Employee/Contractor Acknowledgments: Include if the IP was created by employees or contractors who need to confirm assignment

6. Registration and Recordal: Include specific provisions about recording the assignment with IP offices if required

7. Survival: Include if certain provisions need to survive termination of the agreement

Suggested Schedules

1. Schedule 1 - Description of Intellectual Property: Detailed description of all IP being assigned, including registration numbers if applicable

2. Schedule 2 - Payment Terms: Detailed payment schedule and terms if payment is not made in a single installment

3. Schedule 3 - Existing Licenses: List and details of any existing licenses or encumbrances on the IP

4. Schedule 4 - Required Assignment Documents: Forms and documents needed for recording the assignment with relevant IP offices

5. Appendix A - Chain of Title: Documentation showing the Assignor's ownership chain of the IP

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

Pharmaceuticals

Manufacturing

Creative Industries

Media and Entertainment

Research and Development

Education

Professional Services

Consumer Products

Industrial Design

Fashion

Healthcare

Engineering

Relevant Teams

Legal

Intellectual Property

Research and Development

Innovation

Corporate Development

Business Development

Technology Transfer

Product Development

Executive Leadership

Compliance

Patents and Trademarks

Relevant Roles

Legal Counsel

Intellectual Property Manager

Patent Attorney

Innovation Director

Research Director

Chief Technology Officer

Chief Executive Officer

Business Development Manager

Contract Manager

Technology Transfer Officer

General Counsel

IP Paralegal

Research Scientist

Product Development Manager

Creative Director

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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