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Deed Of Assignment And Assumption
"I need a Deed of Assignment and Assumption to transfer all intellectual property rights and associated licensing agreements from our Canadian technology startup to our parent company, with the transfer to be effective from March 1, 2025."
1. Parties: Identifies and defines all parties to the deed, including the Assignor, Assignee, and any other relevant parties
2. Background: Sets out the context and circumstances leading to the assignment and assumption
3. Definitions: Defines key terms used throughout the deed
4. Assignment: Details the rights, interests, and property being assigned
5. Assumption: Specifies the obligations and liabilities being assumed by the Assignee
6. Consideration: States the consideration being provided for the assignment
7. Representations and Warranties: Contains representations and warranties from both Assignor and Assignee
8. Effective Date: Specifies when the assignment and assumption takes effect
9. Further Assurances: Obligations to execute additional documents or take further actions if needed
10. Governing Law: Specifies that Canadian law governs the deed
11. Execution: Formal execution provisions meeting deed requirements
1. Consent Requirements: Required when third-party consents are needed for the assignment
2. Security Interests: Include when the assigned property is subject to security interests
3. Intellectual Property: Required when the assignment involves IP rights
4. Employee Matters: Include when the assignment involves transfer of employees
5. Tax Matters: Include specific tax-related provisions when relevant
6. Transitional Services: Required when ongoing support is needed post-assignment
7. Confidentiality: Include when sensitive information is involved in the assignment
8. Dispute Resolution: Optional detailed dispute resolution procedures
1. Schedule A - Assigned Property: Detailed description of all property, rights, and interests being assigned
2. Schedule B - Assumed Liabilities: Comprehensive list of obligations and liabilities being assumed
3. Schedule C - Excluded Assets: List of assets specifically excluded from the assignment
4. Schedule D - Excluded Liabilities: List of liabilities specifically excluded from the assumption
5. Schedule E - Required Consents: List of required third-party consents and their status
6. Schedule F - Existing Contracts: List of contracts being assigned
7. Appendix 1 - Form of Notice: Template for notifying third parties of the assignment
8. Appendix 2 - Transfer Documents: Forms of specific transfer documents required for particular assets
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Corporate Lawyer
Contract Manager
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Chief Legal Officer
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Commercial Director
Chief Financial Officer
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Compliance Officer
Operations Director
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Mergers & Acquisitions Manager
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