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IP Transfer Agreement Template for Switzerland

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Key Requirements PROMPT example:

IP Transfer Agreement

"I need an IP Transfer Agreement under Swiss law to transfer a portfolio of medical device patents and related know-how from our Swiss parent company to our German subsidiary, with completion planned for March 2025 and including provisions for ongoing technical support."

Document background
The IP Transfer Agreement is essential in transactions involving the sale, acquisition, or restructuring of intellectual property assets under Swiss law. This document is typically used in scenarios such as company acquisitions, spin-offs, corporate restructuring, or strategic IP portfolio management. The agreement ensures compliance with Swiss federal legislation, including the Code of Obligations, Federal Act on Patents, Copyright Act, and Trademark Protection Act. It covers all aspects of the IP transfer, from asset identification to post-transfer obligations, while addressing Swiss-specific requirements for IP registration transfers. The document is particularly crucial as it provides legal certainty for both parties and ensures the transfer's enforceability under Swiss law, while also addressing any competition law considerations and data protection requirements that may arise in the context of IP transfers.
Suggested Sections

1. Parties: Identification of the transferor and transferee, including full legal names, registration details, and addresses

2. Background: Context of the IP transfer, including brief description of the IP assets and purpose of the transfer

3. Definitions: Defined terms used throughout the agreement, including specific IP assets, Effective Date, and other key terms

4. Subject Matter of Transfer: Detailed description of the IP being transferred and scope of transfer

5. Transfer and Assignment: Core provisions effecting the transfer of IP rights from transferor to transferee

6. Consideration: Payment terms and consideration for the IP transfer

7. Representations and Warranties: Transferor's warranties regarding ownership, validity, and non-infringement of the IP

8. Further Assurance: Obligations to execute additional documents and assist with IP registration transfers

9. Taxes and Costs: Allocation of tax liabilities and transfer-related costs

10. Confidentiality: Provisions regarding confidential information related to the IP

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

12. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments

Optional Sections

1. Third Party Rights: Used when the IP has existing licenses or third-party rights that need to be addressed

2. Transition Services: Include when the transferor needs to provide support or assistance post-transfer

3. Employee and Contractor Obligations: Required when IP was created by employees or contractors who need to execute additional assignments

4. Competition Law Compliance: Include when the transfer might have competition law implications

5. Data Protection: Required when the IP transfer involves personal data or databases

6. Moral Rights: Include for copyright works where moral rights need to be specifically addressed

7. Security Interests: Used when the IP is subject to any liens or security interests

8. Earn-out Provisions: Include when part of the consideration is based on future performance or milestones

Suggested Schedules

1. Schedule 1 - IP Assets: Detailed list and description of all IP assets being transferred, including registration numbers

2. Schedule 2 - Existing Licenses: List of all existing licenses, rights, and encumbrances affecting the IP

3. Schedule 3 - Transfer Documents: Forms and documents required for recording the transfer with IP offices

4. Schedule 4 - Payment Schedule: Detailed payment terms and schedules, particularly if involving installments or earn-outs

5. Schedule 5 - Registered Rights: List of all registered IP rights and their status

6. Appendix A - Due Diligence Report: Summary of IP due diligence findings and identified risks

7. Appendix B - Technology Documentation: Technical documentation and materials being transferred with the IP

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

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Relevant Industries

Technology

Pharmaceuticals

Biotechnology

Manufacturing

Media and Entertainment

Software Development

Research and Development

Consumer Goods

Healthcare

Automotive

Relevant Teams

Legal

Intellectual Property

Research and Development

Innovation

Corporate Development

Compliance

Technology Transfer Office

Mergers and Acquisitions

Business Development

Relevant Roles

Chief Legal Officer

Intellectual Property Counsel

Legal Director

Corporate Lawyer

IP Rights Manager

Technology Transfer Officer

General Counsel

Legal Operations Manager

Compliance Officer

Contract Manager

Chief Technology Officer

Research Director

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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