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Assignment Of Rights Agreement
"I need an Assignment of Rights Agreement under Irish law to transfer ownership of software intellectual property rights from my tech startup to a large multinational buyer, including source code and related patents, with completion scheduled for March 2025."
1. Parties: Identifies and defines the parties to the agreement - the Assignor (party transferring the rights) and Assignee (party receiving the rights)
2. Background: Sets out the context of the agreement, including brief description of the rights being assigned and the parties' intention to enter into the assignment
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Assignment: Core section detailing the rights being assigned, the scope of the assignment, and confirmation that it's absolute and irrevocable
5. Consideration: Specifies the payment or other consideration for the assignment
6. Warranties and Representations: Assignor's warranties regarding ownership, right to assign, no encumbrances, etc.
7. Further Assurance: Obligation to execute additional documents and take further steps if needed to perfect the assignment
8. Waiver: Standard clause regarding non-waiver of rights
9. Entire Agreement: Confirms the agreement represents the entire understanding between parties
10. Governing Law and Jurisdiction: Specifies Irish law as governing law and Irish courts' jurisdiction
1. Confidentiality: Include when the assignment involves confidential information or trade secrets
2. Tax Provisions: Include when there are specific tax implications that need to be addressed
3. Registration: Include when the assigned rights require registration with authorities
4. Third Party Rights: Include when the assignment may affect third party rights or when third party consents are required
5. Indemnification: Include when specific indemnities are required beyond standard warranties
6. Survival: Include when certain provisions need to survive termination
7. Data Protection: Include when the assigned rights involve personal data processing
1. Schedule 1 - Description of Rights: Detailed description of the rights being assigned
2. Schedule 2 - Consideration: Details of payment terms and consideration if complex
3. Schedule 3 - Existing Licenses or Encumbrances: List of any existing licenses, permissions or encumbrances affecting the rights
4. Appendix A - Copy of Rights Documentation: Copies of relevant certificates, registrations or other documentation evidencing the rights
5. Appendix B - Form of Notice: Template notices to third parties regarding the assignment where required
Authors
Technology
Media & Entertainment
Intellectual Property
Manufacturing
Healthcare
Real Estate
Financial Services
Professional Services
Research & Development
Pharmaceuticals
Software & IT
Creative Industries
Legal
Compliance
Intellectual Property
Corporate Affairs
Business Development
Commercial
Finance
Risk Management
Company Secretariat
Asset Management
Legal Counsel
Contract Manager
Intellectual Property Manager
Business Development Director
Chief Legal Officer
Corporate Lawyer
Compliance Officer
Rights Manager
Commercial Director
CEO
CFO
IP Attorney
General Counsel
Company Secretary
Asset Manager
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