Transfer Intellectual Property Rights Agreement Template for New Zealand

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Key Requirements PROMPT example:

Transfer Intellectual Property Rights Agreement

"I need a Transfer Intellectual Property Rights Agreement to transfer a portfolio of software patents and associated source code from my tech startup to a large multinational corporation, with the transfer to be completed by March 2025 and including provisions for ongoing technical support during a 6-month transition period."

Document background
The Transfer Intellectual Property Rights Agreement is essential for businesses and individuals looking to permanently transfer ownership of intellectual property assets in New Zealand. This document is typically used in scenarios such as company acquisitions, asset sales, or strategic restructuring where IP assets need to be legally transferred. It ensures compliance with New Zealand's IP legislation, including the Patents Act 2013, Trade Marks Act 2002, and Copyright Act 1994, while providing a clear framework for the transfer process. The agreement covers crucial elements such as asset identification, warranties, consideration, and post-transfer obligations, making it suitable for complex IP portfolios and cross-border transactions where New Zealand law applies.
Suggested Sections

1. Parties: Identifies and provides full details of the transferor and transferee

2. Background: Sets out the context of the transfer, including the ownership of the IP rights and the intention to transfer

3. Definitions: Defines key terms used throughout the agreement, particularly technical and legal terms related to the IP rights

4. Transfer of IP Rights: Core provision detailing the transfer and assignment of the IP rights from transferor to transferee

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

6. Completion: Details the completion process, timing, and any conditions precedent to the transfer

7. Transferor's Warranties: Warranties regarding ownership, right to transfer, validity of IP rights, and absence of encumbrances

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

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

10. Notices: Specifies how formal notices under the agreement should be given and when they are deemed received

11. General Provisions: Standard boilerplate clauses including governing law, entire agreement, and severability

Optional Sections

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

2. Employee Rights: Include when the IP includes employee-created works or inventor rights

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

4. Transitional Arrangements: Include when ongoing support or transition period is required post-transfer

5. Know-how Transfer: Include when technical knowledge or trade secrets are part of the transfer

6. Indemnification: Include when specific indemnities are required beyond standard warranties

7. Non-Competition: Include when restrictions on transferor's future activities are required

8. Dispute Resolution: Include when specific dispute resolution mechanisms are preferred over standard court proceedings

Suggested Schedules

1. Schedule 1 - Transferred IP Rights: Detailed list and description of all IP rights being transferred, including registration numbers

2. Schedule 2 - Excluded Rights: List of any IP rights specifically excluded from the transfer

3. Schedule 3 - Existing Licenses: Details of any existing licenses, permissions or encumbrances affecting the IP

4. Schedule 4 - Transfer Documents: Forms and documents required for recording the transfer with relevant IP offices

5. Schedule 5 - Completion Obligations: List of actions and documents required at completion

6. Appendix A - IP Assignment Forms: Standard form assignments for each type of IP being transferred

7. Appendix B - Power of Attorney: Power of attorney to allow transferee to perfect the transfer in various jurisdictions

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
Clauses
Relevant Industries

Technology

Pharmaceuticals

Biotechnology

Media and Entertainment

Publishing

Manufacturing

Research and Development

Software Development

Consumer Products

Fashion and Design

Healthcare

Engineering

Education

Telecommunications

Creative Industries

Relevant Teams

Legal

Intellectual Property

Research and Development

Innovation

Corporate Development

Business Development

Technology Transfer

Commercial

Compliance

Executive Leadership

Relevant Roles

Legal Counsel

Intellectual Property Lawyer

Corporate Lawyer

Chief Legal Officer

Chief Technology Officer

Chief Executive Officer

Research Director

Innovation Manager

Technology Transfer Manager

IP Portfolio Manager

Business Development Director

Commercial Director

Company Secretary

Contracts Manager

Patent Attorney

Trademark Attorney

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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