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Assignment Of Intellectual Property Rights Template for Switzerland

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Key Requirements PROMPT example:

Assignment Of Intellectual Property Rights

"I need an Assignment of Intellectual Property Rights agreement under Swiss law to transfer all software-related IP from our tech startup to a large multinational corporation, including patents pending and source code, with the deal expected to close by March 2025."

Document background
The Assignment Of Intellectual Property Rights agreement is a critical legal instrument used in Switzerland for transferring ownership of intellectual property from one party to another. It is commonly utilized in various business scenarios including company acquisitions, employee innovations, contractor deliverables, and technology transfers. The document must comply with Swiss federal laws, including the Code of Obligations and specific IP legislation, while addressing unique aspects of Swiss IP law such as moral rights protection. This agreement is essential for establishing clear ownership rights, ensuring proper registration with Swiss and international IP offices, and providing necessary warranties and representations regarding the IP being transferred. It's particularly important in international transactions where Swiss law's specific requirements for IP transfers must be carefully considered and addressed.
Suggested Sections

1. Parties: Identification of the Assignor and Assignee, including full legal names, addresses, and registration details if companies

2. Background: Context of the assignment, relationship between parties, and brief description of the intellectual property being assigned

3. Definitions: Definitions of key terms including 'Intellectual Property Rights', 'Effective Date', 'Assignment', and specific IP categories being transferred

4. Assignment: Core provision transferring all right, title, and interest in the specified IP from Assignor to Assignee

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

6. Warranties and Representations: Assignor's warranties regarding ownership, right to assign, non-infringement, and absence of encumbrances

7. Further Assurance: Obligation to execute additional documents and assist with IP registration transfers

8. Waiver of Moral Rights: Specific provisions addressing moral rights under Swiss law, particularly for copyright works

9. Taxes and Costs: Responsibility for transfer taxes, registration fees, and other costs

10. Governing Law and Jurisdiction: Confirmation of Swiss law governance and jurisdiction for disputes

Optional Sections

1. Confidentiality: Required when confidential information needs to be protected during and after the assignment process

2. Employee/Contractor Obligations: Needed when the IP was created by employees or contractors who may have rights

3. Third Party Rights: Required when the IP incorporates or depends on third-party rights

4. Registration Process: Detailed procedures for transferring registered IP rights when complex registration processes are involved

5. Indemnification: Additional protection for Assignee against third-party claims

6. Survival: Specification of which provisions survive completion of the assignment

7. Language: Required for international assignments to specify the controlling language version

Suggested Schedules

1. Schedule 1 - Listed IP Rights: Detailed inventory of all IP being assigned, including registration numbers and jurisdictions

2. Schedule 2 - Assignment Forms: Specific forms required for recording the assignment with various IP offices

3. Schedule 3 - Existing Licenses: List of any existing licenses or permissions granted to third parties

4. Schedule 4 - Payment Terms: Detailed payment schedule and mechanisms if consideration is complex

5. Appendix A - Chain of Title: Documentation proving Assignor's ownership of the IP rights

6. Appendix B - IP Documentation: Copies of registration certificates and other relevant IP documentation

Authors

Alex Denne

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

Relevant legal definitions



































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Relevant Industries

Technology

Pharmaceuticals

Biotechnology

Manufacturing

Software Development

Research and Development

Media and Entertainment

Fashion and Design

Consumer Goods

Healthcare

Education

Professional Services

Engineering

Chemical Industry

Telecommunications

Relevant Teams

Legal

Intellectual Property

Research and Development

Technology Transfer

Innovation

Corporate Development

Business Development

Contracts Administration

Patent Operations

Technology Management

Product Development

Relevant Roles

Chief Legal Officer

Intellectual Property Counsel

Legal Director

Corporate Lawyer

Patent Attorney

Technology Transfer Manager

Research Director

Chief Technology Officer

Innovation Manager

Commercial Director

Business Development Manager

Contracts Manager

General Counsel

IP Portfolio Manager

Research Scientist

Software Developer

Product 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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