IP Assignment Agreement Template for Germany

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Key Requirements PROMPT example:

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."

Document background
The IP Assignment Agreement is a crucial legal instrument used in various business contexts under German law, from M&A transactions to employee invention transfers. This document is essential when a complete transfer of intellectual property rights is required, rather than just a license. The agreement must carefully navigate German legal requirements, particularly regarding employee inventor rights (ArbnErfG), moral rights in copyright law (UrhG), and general contract law principles (BGB). It is commonly used in corporate restructuring, technology transfers, company acquisitions, or when securing intellectual property rights from employees or independent contractors. The document must address specific German law considerations such as formal requirements for IP transfers, registration obligations with German patent and trademark offices, and compliance with EU data protection regulations where applicable.
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 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

Optional Sections

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

Suggested Schedules

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

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

Technology

Pharmaceutical

Biotechnology

Manufacturing

Software Development

Research & Development

Consumer Goods

Automotive

Electronics

Chemical

Media & Entertainment

Healthcare

Telecommunications

Engineering

Education

Relevant Teams

Legal

Intellectual Property

Research and Development

Technology Transfer

Innovation

Corporate Development

Compliance

Patents and Trademarks

Business Development

Mergers and Acquisitions

Relevant Roles

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

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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