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IP Assignment Template for Switzerland

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Key Requirements PROMPT example:

IP Assignment

"I need an IP Assignment agreement under Swiss law for our startup's acquisition, where we'll be transferring all our software patents and related technology to a major tech company, with the deal expected to close by March 2025."

Document background
The IP Assignment Agreement under Swiss law is essential for companies, institutions, and individuals seeking to transfer intellectual property rights in Switzerland. This document is commonly used in various scenarios, including employee inventions, technology transfers, corporate acquisitions, and research collaborations. It ensures compliance with Swiss federal laws, including the Code of Obligations, Federal Act on Patents, Copyright Act, and Trademark Protection Act. The agreement typically covers all forms of IP including patents, copyrights, trademarks, design rights, and trade secrets, providing a clear framework for transferring ownership while addressing Swiss-specific legal requirements for IP assignments. It's particularly crucial in protecting both assignor and assignee interests while ensuring the transfer is legally enforceable under Swiss jurisdiction.
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 IP assignment, relationship between parties, and purpose of the transfer

3. Definitions: Definitions of key terms including 'Intellectual Property Rights', 'Assigned Rights', 'Effective Date', and other relevant terms

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 validity of the IP

7. Further Assurance: Obligation to execute additional documents and assist with IP transfer recordal

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

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

Optional Sections

1. Employee Acknowledgments: Required when assignor is/was an employee, addressing employment-related IP rights under Swiss law

2. Future Rights: Include when assignment covers future IP rights or improvements

3. International Rights: Required when IP rights exist in multiple jurisdictions

4. Confidentiality: Include when confidential information is involved in the transfer

5. Non-Competition: Optional restrictions on Assignor's future activities (subject to Swiss competition law)

6. Moral Rights: Required for copyright assignments, addressing waiver/assertion of moral rights

7. Registration and Recordal: Detailed procedures for recording the assignment with IP offices

8. Tax Representations: Required for high-value transfers or international assignments

9. Survival: Specification of which provisions survive assignment completion

Suggested Schedules

1. Schedule 1 - Assigned IP Rights: Detailed list of all IP being assigned, including registration numbers

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

3. Schedule 3 - Existing Licenses: List of existing licenses or encumbrances affecting the assigned IP

4. Schedule 4 - Payment Terms: Detailed payment schedule and mechanisms if payment is not made in full at signing

5. Appendix A - Power of Attorney: Required for recording assignments in certain jurisdictions

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

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

































Clauses




























Relevant Industries

Technology

Pharmaceuticals

Biotechnology

Software Development

Manufacturing

Research & Development

Creative Industries

Medical Devices

Engineering

Consumer Products

Academic & Education

Professional Services

Media & Entertainment

Relevant Teams

Legal

Intellectual Property

Research and Development

Human Resources

Executive Leadership

Innovation

Technology Transfer

Corporate Development

Compliance

Patent Operations

Relevant Roles

Legal Counsel

IP Attorney

Patent Attorney

General Counsel

Research Director

Chief Technology Officer

Innovation Manager

R&D Manager

Technology Transfer Officer

CEO

Startup Founder

HR Director

Contract Manager

Chief Scientific Officer

Head of Innovation

IP Portfolio 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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