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Transfer Of Intellectual Property Rights Agreement Template for Denmark

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Transfer Of Intellectual Property Rights Agreement

Document background
The Transfer Of Intellectual Property Rights Agreement is a crucial legal instrument used in Denmark when one party wishes to transfer ownership of intellectual property assets to another. This document is essential in various business contexts, including company acquisitions, technology transfers, university spin-offs, and corporate restructuring. It ensures compliance with Danish IP law, the Danish Contracts Act, and relevant EU regulations while providing a clear framework for the transfer of various IP rights including patents, trademarks, copyrights, and trade secrets. The agreement is particularly important as it creates a permanent record of the transfer, facilitates registration with IP offices, and addresses key aspects such as warranties, payment terms, and ongoing obligations. It's commonly used in technology transfers, M&A transactions, and commercialization of research outcomes.
Suggested Sections

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

2. Background: Context of the transfer, relationship between parties, and brief description of the IP rights being transferred

3. Definitions: Detailed definitions of key terms used throughout the agreement, including specific IP-related terminology

4. Scope of Transfer: Detailed description of the IP rights being transferred and the nature of the transfer (absolute, exclusive, etc.)

5. Transfer Price and Payment: Financial terms of the transfer, including payment amount, payment schedule, and any adjustments

6. Effective Date and Completion: Timing of the transfer and any conditions precedent to completion

7. Warranties and Representations: Warranties regarding ownership, validity, and non-infringement of the IP rights

8. Registration and Recordal: Obligations regarding the recording of the transfer with relevant IP offices and authorities

9. Further Assurance: Obligations to execute additional documents and take necessary steps to perfect the transfer

10. Confidentiality: Provisions regarding the confidential treatment of information disclosed during the transfer process

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

12. General Provisions: Standard boilerplate clauses including notices, entire agreement, and severability

Optional Sections

1. Tax Provisions: Specific provisions regarding tax implications and responsibilities - include when the transfer has significant tax consequences

2. Employee Rights: Provisions dealing with employee rights in IP - include when the IP was created by employees

3. Ongoing Technical Support: Terms for technical support or knowledge transfer - include when complex technical IP is being transferred

4. Non-Competition: Restrictions on transferor's competitive activities - include when there's risk of market competition

5. Transition Services: Provisions for temporary support services - include when continuous operation of IP requires transition period

6. Third Party Rights: Provisions dealing with third party licenses or permissions - include when IP is subject to third party rights

7. Moral Rights: Specific provisions regarding moral rights - include when copyright works are being transferred

8. Future Improvements: Rights and obligations regarding future improvements to the IP - include when IP is likely to be improved

9. Grant-Back License: Terms of any license granted back to transferor - include when transferor needs continued use of IP

Suggested Schedules

1. Schedule 1 - Intellectual Property Rights: Detailed list and description of all IP rights being transferred, including registration numbers

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

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

4. Schedule 4 - Payment Schedule: Detailed payment terms and schedules if payment is to be made in installments

5. Schedule 5 - Technical Documentation: List of all technical documentation to be transferred with the IP

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

7. Appendix B - Registered User Agreements: List of any registered user agreements or similar arrangements that need to be transferred

Authors

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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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