Intellectual Property Assignment Agreement Template for New Zealand

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Key Requirements PROMPT example:

Intellectual Property Assignment Agreement

"I need an Intellectual Property Assignment Agreement for transferring ownership of a software patent and related source code from my tech startup to a large multinational corporation, with the transfer to be completed by March 2025."

Document background
The Intellectual Property Assignment Agreement is a crucial legal instrument used in New Zealand business transactions where one party wishes to transfer full ownership of intellectual property rights to another. This document is commonly used in various scenarios including company acquisitions, employee inventions, technology transfers, and settlement of IP disputes. It ensures compliance with New Zealand's intellectual property legislation, including the Patents Act 2013, Trade Marks Act 2002, Copyright Act 1994, and relevant contract law. The agreement typically includes comprehensive details about the IP being transferred, warranties of ownership, consideration for the transfer, and mechanisms for executing the transfer. It's essential for protecting both parties' interests and ensuring a clear and legally enforceable transfer of IP rights.
Suggested Sections

1. Parties: Identifies and defines the Assignor and Assignee, including full legal names and addresses

2. Background: Explains the context of the assignment, ownership status of the IP, and purpose of the transfer

3. Definitions: Defines key terms used throughout the agreement, including specific IP-related terminology

4. Assignment: Core provision transferring ownership of the IP from Assignor to Assignee, including the scope of rights being transferred

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

6. Effective Date: Establishes when the assignment takes effect

7. Assignor's Warranties: Warranties regarding ownership, right to assign, non-infringement, and validity of the IP

8. Further Assurance: Obligation to execute additional documents and take necessary steps to perfect the assignment

9. Confidentiality: Obligations regarding confidential information related to the assigned IP

10. Governing Law and Jurisdiction: Specifies New Zealand law as governing law and jurisdiction for disputes

Optional Sections

1. Moral Rights: For copyright works, addressing waiver or assertion of moral rights

2. Employee Obligations: Used when the assignment involves IP created by employees

3. Tax Provisions: When the assignment has significant tax implications requiring specific provisions

4. Third Party Rights: When the IP involves licenses or rights granted to third parties

5. Registration: When the IP requires registration or recording of the assignment with IP offices

6. Existing Licenses: When dealing with IP that has existing licenses that need to be addressed

7. Development and Improvements: When future improvements or developments of the IP need to be addressed

8. Indemnification: Specific indemnities beyond standard warranties, used for high-value or high-risk transfers

Suggested Schedules

1. Schedule 1 - Intellectual Property Description: Detailed description of all IP being assigned, including registration numbers, dates, and jurisdictions

2. Schedule 2 - Existing Licenses and Encumbrances: List of all existing licenses, security interests, or other encumbrances affecting the IP

3. Schedule 3 - Assignment Forms: Specific forms required for recording the assignment with various IP offices

4. Schedule 4 - Payment Terms: Detailed payment schedule and terms if the consideration is complex or involves multiple payments

5. Appendix A - IP Documentation: Copies of relevant IP certificates, registrations, and other supporting documentation

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

Pharmaceutical

Media and Entertainment

Research and Development

Manufacturing

Creative Industries

Education

Professional Services

Healthcare

Engineering

Consumer Products

Telecommunications

Relevant Teams

Legal

Research and Development

Intellectual Property

Corporate Affairs

Business Development

Innovation

Technology Transfer

Product Development

Executive Leadership

Compliance

Relevant Roles

Legal Counsel

Intellectual Property Lawyer

Patent Attorney

Research Director

Chief Technology Officer

Innovation Manager

Business Development Manager

Company Director

Contracts Manager

Chief Executive Officer

Head of Research and Development

Product Development Manager

Technology Transfer Officer

Intellectual Property Manager

Corporate 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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