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Assignment Of License Agreement

Assignment Of License Agreement Template for Germany

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Key Requirements PROMPT example:

Assignment Of License Agreement

"I need an Assignment of License Agreement under German law to transfer our software licensing rights to our newly formed subsidiary, with the assignment to take effect from March 1, 2025, including provisions for ongoing technical support during the transition period."

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Document background
An Assignment of License Agreement is essential when a company or individual holding a license wishes to transfer their rights to another party under German law. This document is commonly used in corporate restructuring, mergers and acquisitions, or strategic business arrangements where intellectual property licenses need to be transferred. The agreement must comply with German legal requirements, particularly the provisions of the Bürgerliches Gesetzbuch (BGB) regarding the assignment of rights and the specific regulations governing different types of intellectual property. The document includes detailed provisions about the transfer of rights and obligations, any necessary consents, consideration for the transfer, and warranties regarding the license's status. It's crucial to ensure proper documentation of the Original Licensor's consent and address any registration requirements with relevant German authorities.
Suggested Sections

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

2. Background: Context of the original license agreement, reason for assignment, and confirmation of the Original Licensor's consent if required

3. Definitions: Definitions of key terms including Licensed Rights, Original License Agreement, Effective Date, and Intellectual Property Rights

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

5. Assumption of Obligations: Assignee's explicit assumption of all obligations under the Original License Agreement

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

7. Representations and Warranties: Assignor's warranties regarding right to assign, no breaches, and status of license

8. Original Licensor Consent: Acknowledgment and formal consent from the Original Licensor to the assignment

9. Effective Date and Conditions Precedent: When the assignment takes effect and any conditions that must be met

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

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

Optional Sections

1. Transitional Provisions: Used when there needs to be a handover period or ongoing cooperation between Assignor and Assignee

2. Tax Provisions: Include when there are specific tax implications or allocations that need to be addressed

3. Confidentiality: Include when additional confidentiality obligations beyond those in the original license are needed

4. Intellectual Property Indemnification: Include when specific IP indemnities between Assignor and Assignee are required

5. Regulatory Compliance: Include when the licensed rights involve regulated industries or products

6. Sub-licenses: Include when there are existing sub-licenses that need to be addressed

7. Security Interests: Include when there are existing or required security interests in the licensed rights

Suggested Schedules

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

2. Licensed Rights Description: Detailed description of the intellectual property rights covered by the license

3. Original Licensor Consent Document: Formal consent document from the Original Licensor if provided separately

4. Payment Terms: Detailed breakdown of consideration and payment schedule if complex

5. Existing Sub-licenses: List and details of any existing sub-licenses if applicable

6. Transfer Documents: Any additional forms or 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
Relevant legal definitions






































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Relevant Industries

Technology

Manufacturing

Pharmaceuticals

Biotechnology

Software

Entertainment

Media

Telecommunications

Automotive

Consumer Goods

Industrial Equipment

Research & Development

Life Sciences

Relevant Teams

Legal

Intellectual Property

Licensing

Business Development

Commercial

Research & Development

Compliance

Corporate Development

Technology Transfer

Mergers & Acquisitions

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Contract Manager

Business Development Manager

Chief Legal Officer

Chief Technology Officer

Patent Attorney

Technology Transfer Officer

Commercial Director

General Counsel

IP Rights Manager

Compliance Officer

Legal Operations 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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