Intellectual Property Transfer Agreement Template for Ireland

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Key Requirements PROMPT example:

Intellectual Property Transfer Agreement

"I need an Intellectual Property Transfer Agreement under Irish law to transfer a portfolio of 3 registered patents and associated know-how from our pharmaceutical company to a university research institution, with completion scheduled for March 2025 and including provisions for ongoing technical support."

Document background
The Intellectual Property Transfer Agreement is essential in transactions involving the transfer of valuable IP assets in Ireland. It is commonly used in business acquisitions, corporate restructuring, technology transfers, and commercialization of research outputs. This document type is particularly crucial when organizations need to transfer ownership of patents, trademarks, copyrights, or other IP rights in a manner compliant with Irish law and EU regulations. The agreement encompasses comprehensive provisions for the transfer, including warranties, representations, and indemnities specific to IP rights. It needs to comply with various Irish legislative requirements, including the Patents Act 1992, Trade Marks Act 1996, and Copyright and Related Rights Act 2000, among others. The document is structured to ensure that all aspects of the IP transfer are properly addressed, from due diligence findings to post-transfer obligations.
Suggested Sections

1. Parties: Identification of the transferor and transferee, including full legal names, registered addresses, and company registration numbers if applicable

2. Background: Context of the transfer, relationship between parties, and brief description of the IP being transferred

3. Definitions and Interpretation: Detailed definitions of key terms used in the agreement and rules of interpretation

4. Transfer of Intellectual Property: Core provisions detailing the transfer of IP rights, explicitly stating that all rights, title, and interest are being transferred absolutely

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

6. Completion: Timing and mechanics of the transfer, including any conditions precedent

7. Transferor's Warranties: Warranties regarding ownership, right to transfer, non-infringement, validity, and subsistence of the IP

8. Further Assurance: Obligations to execute additional documents and take further actions necessary to perfect the transfer

9. Confidentiality: Obligations regarding confidential information disclosed during the transfer process

10. Notices: Process and requirements for serving formal notices under the agreement

11. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes

Optional Sections

1. Tax Provisions: Include when there are specific tax implications or arrangements regarding the transfer

2. Employee and Contractor Obligations: Include when IP was created by employees or contractors who may have residual rights

3. Moral Rights: Include for copyright works where authors have moral rights that need to be addressed

4. Competition Law Compliance: Include when the transfer might have competition law implications

5. Post-Transfer Support: Include when technical support or knowledge transfer is required after completion

6. Registration and Recordal: Include when IP rights require registration or recordal of the transfer

7. Third Party Rights: Include when there are existing licenses or other third-party rights that need to be addressed

8. Assignment and Sub-licensing: Include when there are specific restrictions on future transfers or licensing

9. Transitional Provisions: Include when ongoing use by the transferor is needed during a transition period

Suggested Schedules

1. Schedule 1 - Intellectual Property Rights: Detailed list and description of all IP being transferred, including registration numbers where applicable

2. Schedule 2 - Registered Rights: Specific details of registered IP including registration numbers, renewal dates, and jurisdictions

3. Schedule 3 - Unregistered Rights: Details of unregistered IP including copyright works, know-how, and trade secrets

4. Schedule 4 - Existing Licenses and Encumbrances: List of any existing licenses, security interests, or other encumbrances affecting the IP

5. Schedule 5 - Form of Assignment Confirmations: Templates for any additional assignment documents required for specific IP rights

6. Schedule 6 - Completion Requirements: Detailed list of documents and actions required at completion

7. Appendix A - Technical Documentation: List of technical documents, source code, or other materials being transferred

8. Appendix B - Payment Terms: Detailed payment schedule and mechanisms if payment is not made in full at completion

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

Pharmaceuticals

Biotechnology

Software Development

Media and Entertainment

Manufacturing

Research and Development

Telecommunications

Healthcare

Education

Creative Industries

Engineering

Consumer Products

Professional Services

Relevant Teams

Legal

Intellectual Property

Research and Development

Technology Transfer

Corporate Development

Innovation

Executive Leadership

Business Development

Commercial

Compliance

Technical Operations

Relevant Roles

Legal Counsel

IP Attorney

Chief Technology Officer

Research Director

Innovation Manager

Chief Executive Officer

Technology Transfer Officer

Patent Attorney

Commercial Director

Head of Research and Development

General Counsel

Corporate Development Manager

Chief Legal Officer

Licensing Manager

Business Development 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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