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Assignment Of License Agreement

Assignment Of License Agreement Template for Switzerland

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Key Requirements PROMPT example:

Assignment Of License Agreement

"I need an Assignment of License Agreement to transfer our software licensing rights to our newly formed subsidiary company, including provisions for maintaining existing sub-licensing arrangements and ensuring compliance with Swiss data protection laws."

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Document background
The Assignment of License Agreement is used when a company or individual holding a license needs to transfer their license rights to another entity. This commonly occurs during corporate restructuring, mergers and acquisitions, or strategic business realignment. The document, governed by Swiss law, particularly the Federal Code of Obligations and relevant intellectual property statutes, ensures a smooth transition of license rights while protecting all parties' interests. It typically includes detailed provisions about the scope of rights being transferred, warranties about the license's status, and the assignee's commitment to fulfill the original license obligations. This document is essential for maintaining the chain of rights in intellectual property licensing and ensuring compliance with Swiss regulatory requirements for such transfers.
Suggested Sections

1. Parties: Identification of the Assignor (current license holder), Assignee (new license holder), and Original Licensor

2. Background: Context of the original license agreement and reason for assignment

3. Definitions: Defined terms including 'License Agreement', 'Intellectual Property Rights', 'Effective Date', etc.

4. Assignment: Core provision transferring all rights, title, and interest in the license from Assignor to Assignee

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

6. Effective Date: Specification of when the assignment takes effect

7. Assignor's Warranties: Warranties regarding ownership, right to assign, no breaches, etc.

8. Assignee's Obligations: Commitment to comply with original license terms and conditions

9. Original Licensor's Consent: Confirmation of the original licensor's approval of the assignment

10. Further Assurances: Obligation to execute additional documents and take necessary steps to effect the assignment

11. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes

12. Entire Agreement: Confirmation that this document represents the complete agreement regarding the assignment

Optional Sections

1. Existing Sub-Licenses: Required if there are existing sub-licenses that need to be addressed

2. Royalty Arrangements: Needed if there are ongoing royalty obligations to be transferred

3. Intellectual Property Registrations: Include if the license involves registered IP rights requiring formal recording of the assignment

4. Confidentiality: Include if there are specific confidentiality obligations beyond the original license agreement

5. Employee and Contractor Obligations: Required if there are specific personnel obligations tied to the license

6. Technology Transfer: Include if physical materials or know-how need to be transferred alongside the license

7. Transitional Provisions: Needed if there's a transition period for the transfer of responsibilities

Suggested Schedules

1. Original License Agreement: Copy of the original license agreement being assigned

2. IP Rights Schedule: Detailed list of all intellectual property rights covered by the license

3. Assignment Consideration: Detailed breakdown of payment terms and consideration

4. Existing Sub-Licenses: List and details of any existing sub-licenses

5. Required Consents: Copies of all third-party consents required for the assignment

6. Transfer Documents: Forms and documents required for recording the assignment with relevant authorities

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
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Relevant Industries

Technology

Pharmaceuticals

Biotechnology

Manufacturing

Software Development

Media and Entertainment

Telecommunications

Consumer Goods

Research and Development

Healthcare

Automotive

Energy

Relevant Teams

Legal

Intellectual Property

Research and Development

Business Development

Compliance

Technology Transfer

Corporate Development

Innovation

Contracts Administration

Regulatory Affairs

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Chief Legal Officer

Contract Manager

Business Development Manager

Chief Technology Officer

Research Director

Compliance Officer

Patent Attorney

General Counsel

Technology Transfer Officer

Innovation 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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