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IP Assignment Agreement
"I need an IP Assignment Agreement under German law for transferring a software patent and related source code from our subsidiary in Munich to our parent company in Berlin, with completion planned for March 2025."
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 including 'Intellectual Property Rights', 'Assigned Rights', 'Effective Date', and other relevant terms
4. Assignment: Core provision transferring all right, title, and interest in the IP from Assignor to Assignee
5. Consideration: Details of payment or other consideration for the assignment
6. Delivery and Documentation: Obligations regarding the transfer of physical materials, documentation, and cooperation in registration
7. Representations and Warranties: Assignor's warranties regarding ownership, right to assign, non-infringement, and no conflicting agreements
8. Further Assurances: Obligations to execute additional documents and assist with transfer formalities
9. Taxes and Costs: Allocation of responsibility for transfer taxes and registration costs
10. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
11. Entire Agreement: Integration clause confirming the agreement represents the entire understanding between parties
1. Moral Rights: Required for copyright assignments to address non-transferable moral rights under German law
2. Employee Inventor Rights: Required when the assigned IP includes employee inventions subject to ArbnErfG
3. Confidentiality: Added when confidential information is involved in the transfer
4. Registration Rights: Detailed provisions for IP rights requiring registration (patents, trademarks)
5. License Back: Optional provisions granting Assignor limited rights to continue using the IP
6. Indemnification: Additional protection against third-party claims
7. Survival: Specification of provisions that survive termination
8. Data Protection: Required when personal data is involved in the IP transfer
1. Schedule 1 - Assigned Intellectual Property: Detailed list and description of all IP being assigned, including registration numbers
2. Schedule 2 - Existing Licenses: List of any existing licenses or encumbrances on the IP
3. Schedule 3 - Assignment Documents: Forms and documents required for recording the assignment with various IP offices
4. Schedule 4 - Consideration Details: Detailed breakdown of payment terms and conditions
5. Appendix A - Technical Documentation: List of all technical documents, source code, or other materials being transferred
6. Appendix B - Inventor Declarations: Required declarations from inventors for patent assignments
Authors
Agreement
Assigned Intellectual Property
Assigned Rights
Assignee
Assignor
Business Day
Completion Date
Confidential Information
Consideration
Copyright Works
Database Rights
Design Rights
Documentation
Effective Date
Employee Inventions
Encumbrance
German IP Offices
Intellectual Property Rights
Know-How
Licensed Back Rights
Moral Rights
Patents
Patent Applications
Registered Rights
Related Rights
Service Inventions
Software
Technical Information
Territory
Trade Marks
Trade Names
Trade Secrets
Transfer Documents
Unregistered Rights
Works
Definitions
Assignment
Consideration
Further Assurance
Warranties and Representations
Registration
Moral Rights
Employee Inventor Rights
Confidentiality
Data Protection
Cooperation
Documentation
Payment
Tax
Indemnification
Liability
Force Majeure
Term and Termination
Survival
Assignment and Transfer
Notices
Severability
Waiver
Amendment
Entire Agreement
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Technology
Pharmaceutical
Biotechnology
Manufacturing
Software Development
Research & Development
Consumer Goods
Automotive
Electronics
Chemical
Media & Entertainment
Healthcare
Telecommunications
Engineering
Education
Legal
Intellectual Property
Research and Development
Technology Transfer
Innovation
Corporate Development
Compliance
Patents and Trademarks
Business Development
Mergers and Acquisitions
Legal Counsel
Intellectual Property Lawyer
Patent Attorney
Technology Transfer Manager
Research Director
Chief Technology Officer
Innovation Manager
Corporate Counsel
Licensing Manager
R&D Director
Business Development Manager
IP Portfolio Manager
General Counsel
Compliance Officer
Contract Manager
Find the exact document you need
IP Rights Transfer Agreement
A German law-governed agreement for transferring intellectual property rights between parties, complying with German IP legislation and transfer requirements.
IP Assignment Agreement
A German law-governed agreement for transferring intellectual property rights from one party to another, ensuring compliance with German IP legislation and registration requirements.
IP Transfer Agreement
A German law-governed agreement for transferring intellectual property rights between parties, including patents, trademarks, copyrights, and trade secrets.
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