Deed Of Absolute Assignment Template for Germany

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Key Requirements PROMPT example:

Deed Of Absolute Assignment

"I need a Deed of Absolute Assignment under German law to transfer intellectual property rights from our German subsidiary to our parent company in the US, including patents and associated technology rights, with the transfer to take effect from March 1, 2025."

Document background
The Deed of Absolute Assignment is a crucial legal instrument used in German business and legal practice for transferring ownership or rights from one party to another. This document type is particularly important when absolute and irrevocable transfer of assets, rights, or property is required, providing clear evidence and legal certainty of the transfer. It must comply with German legal requirements, particularly those set forth in the German Civil Code (BGB), and may require notarization depending on the nature of the assigned property. The deed is commonly used in various contexts, including business acquisitions, asset transfers, intellectual property assignments, and property transactions. It includes detailed descriptions of the assigned property, representations and warranties, and specific provisions required under German law to ensure the validity and enforceability of the transfer.
Suggested Sections

1. Parties: Identification and details of the Assignor and Assignee, including full legal names, registration details if companies, and addresses

2. Background: Context of the assignment, including the relationship between parties and reason for the assignment

3. Definitions: Definitions of key terms used in the deed, including 'Assigned Property', 'Effective Date', and other relevant terms

4. Assignment: Core provision effecting the absolute and unconditional transfer of the property/rights from Assignor to Assignee

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

6. Assignor's Representations and Warranties: Standard warranties regarding ownership, right to assign, and absence of encumbrances

7. Further Assurance: Obligation to execute further documents and take additional steps if needed to perfect the assignment

8. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

9. Execution: Formal execution block meeting German law requirements

Optional Sections

1. Conditions Precedent: Include when the assignment is subject to certain conditions being met before becoming effective

2. Tax Provisions: Include when there are specific tax implications or arrangements that need to be addressed

3. Confidentiality: Include when the assignment involves sensitive information or trade secrets

4. Notice Requirements: Include when third parties need to be notified of the assignment

5. Registration Requirements: Include when the assigned rights/property require registration with authorities

6. Anti-Assignment Provisions: Include when addressing any existing restrictions on assignment

7. Costs and Expenses: Include when there's a need to specify responsibility for transaction costs

Suggested Schedules

1. Schedule 1 - Description of Assigned Property: Detailed description of the property, rights, or assets being assigned

2. Schedule 2 - Existing Contracts: List and details of any contracts related to the assigned property/rights

3. Schedule 3 - Required Consents: List of any third-party consents required for the assignment

4. Schedule 4 - Encumbrances: Details of any existing encumbrances on the assigned property

5. Appendix A - Related Documents: Copies of relevant certificates, registrations, or other supporting documents

6. Appendix B - Form of Notice: Template for any required notices to third parties regarding the 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 legal definitions
Relevant Industries

Financial Services

Real Estate

Manufacturing

Technology

Intellectual Property

Energy

Healthcare

Construction

Professional Services

Retail

Transportation

Agriculture

Mining

Media and Entertainment

Relevant Teams

Legal

Corporate Affairs

Compliance

Risk Management

Finance

Operations

Business Development

Property Management

Asset Management

Intellectual Property

Corporate Governance

Commercial

Relevant Roles

Legal Counsel

Corporate Lawyer

Contracts Manager

Business Development Manager

Chief Legal Officer

Property Manager

Intellectual Property Manager

Compliance Officer

Risk Manager

Corporate Secretary

Chief Financial Officer

Asset Manager

Operations Director

Transaction 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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