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Technology Assignment Agreement

Technology Assignment Agreement Template for Canada

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Key Requirements PROMPT example:

Technology Assignment Agreement

"I need a Technology Assignment Agreement for transferring proprietary AI software from my startup to a large tech company, including source code and associated patents, with the deal closing planned for March 2025 and requiring ongoing technical support for 6 months post-transfer."

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Document background
The Technology Assignment Agreement is essential in Canadian business transactions involving the transfer of technological assets and intellectual property. This document is particularly crucial when companies are engaging in acquisitions, restructuring, or commercializing innovations. The agreement ensures compliance with Canadian federal and provincial legislation, including the Patent Act, Copyright Act, and PIPEDA. It's commonly used in scenarios such as company acquisitions, spin-offs, technology commercialization, or internal corporate reorganizations. The document covers comprehensive details about the technology being transferred, including patents, trade secrets, software, hardware specifications, and technical documentation, while ensuring all necessary rights and obligations are properly assigned under Canadian law.
Suggested Sections

1. Parties: Identification of the assignor and assignee, including full legal names and addresses

2. Background: Context of the agreement, relationship between parties, and brief description of the technology being assigned

3. Definitions: Detailed definitions of key terms including Technology, Intellectual Property Rights, Documentation, and other relevant terms

4. Assignment: Core provision detailing the transfer of rights, title, and interest in the technology

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

6. Delivery and Implementation: Requirements for delivery of technology, documentation, and any implementation support

7. Representations and Warranties: Assignor's warranties regarding ownership, non-infringement, and right to assign

8. Intellectual Property: Specific provisions regarding IP rights, including any retained rights or licenses

9. Confidentiality: Obligations regarding confidential information and trade secrets

10. Indemnification: Indemnification obligations of both parties

11. General Provisions: Standard clauses including governing law, notices, amendment process, and severability

Optional Sections

1. Source Code Escrow: Required when software source code is involved and needs to be held in escrow

2. Employee and Contractor Obligations: Needed when technology was developed by employees or contractors who need to assign their rights

3. Training and Support: Include when ongoing technical support or training is part of the assignment

4. Export Control: Required when technology may be subject to export control regulations

5. Data Privacy: Include when technology involves personal data or privacy considerations

6. Transition Services: Needed when assignor will provide temporary support post-assignment

7. Third Party Software: Include when technology incorporates third-party software or requires third-party licenses

Suggested Schedules

1. Schedule A - Description of Technology: Detailed technical description of the assigned technology, including all components and documentation

2. Schedule B - Intellectual Property Rights: List of all patents, copyrights, trade secrets, and other IP being assigned

3. Schedule C - Third Party Licenses: List of all third-party licenses associated with the technology

4. Schedule D - Technical Documentation: Inventory of all technical documentation, manuals, and specifications

5. Schedule E - Known Issues and Limitations: Disclosure of known technical issues, bugs, or limitations

6. Appendix 1 - Assignment Forms: Standard forms for intellectual property assignment execution

7. Appendix 2 - Transition Plan: Detailed plan for implementing the technology transfer

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions

































Clauses






























Relevant Industries

Technology

Software Development

Hardware Manufacturing

Biotechnology

Telecommunications

Financial Services

Healthcare Technology

Educational Technology

Industrial Automation

Artificial Intelligence

Clean Technology

Internet of Things

Digital Media

Research and Development

Professional Services

Relevant Teams

Legal

Intellectual Property

Research and Development

Technology Transfer

Corporate Development

Innovation

Business Development

Contracts Administration

Executive Leadership

Information Technology

Product Development

Technical Documentation

Relevant Roles

Chief Technology Officer

Chief Legal Officer

Intellectual Property Counsel

Technology Transfer Manager

Research and Development Director

Corporate Counsel

Innovation Manager

Patent Attorney

Legal Counsel

Business Development Director

Technology Licensing Manager

Contracts Manager

Chief Executive Officer

Chief Innovation Officer

Intellectual Property 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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