The IP Assignment Agreement is a crucial legal document used when transferring ownership of intellectual property rights from one party to another under Irish law. This document is essential in various scenarios, including company acquisitions, employee inventions, contractor deliverables, or technology transfers. The agreement covers all forms of intellectual property including patents, copyrights, trademarks, design rights, and trade secrets. It includes specific provisions required by Irish legislation to ensure the valid transfer of IP rights, warranties about ownership and third-party rights, and obligations for future cooperation in perfecting the transfer. This type of agreement is particularly important in protecting both the assignor's and assignee's interests while ensuring compliance with Irish intellectual property laws and regulations.
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1. Parties: Identifies and provides full details of the assignor and assignee
2. Background: Explains the context of the IP assignment, including the relationship between parties and reason for the transfer
3. Definitions: Defines key terms used throughout the agreement, including specific IP-related terminology
4. Assignment: Core clause that effects the transfer of IP rights from assignor to assignee
5. Consideration: Specifies the payment or other consideration for the IP assignment
6. Warranties and Representations: Assignor's warranties regarding ownership, right to assign, and status of IP rights
7. Further Assurance: Obligation to execute additional documents and take necessary steps to perfect the assignment
8. Confidentiality: Provisions protecting confidential information related to the assigned IP
9. Tax: Addresses tax implications and responsibilities related to the assignment
10. Governing Law and Jurisdiction: Specifies Irish law as governing law and jurisdiction for disputes
1. Moral Rights: Required when assignment involves copyright works where moral rights may exist
2. Employee/Contractor Obligations: Include when IP was created by employees or contractors who may have rights
3. Registration: Include when assigned IP requires registration or recordal with official bodies
4. Indemnification: Optional enhanced protection for assignee against third-party claims
5. Non-Competition: Include when restricting assignor's future activities in related fields
6. Survival: Include when certain provisions need to survive termination
7. Assignment and Succession: Include when parties want to restrict or permit future transfers of rights
8. Severability: Include when agreement needs protection against partial invalidity
1. Schedule 1 - Intellectual Property Rights: Detailed description of all IP being assigned, including registration numbers
2. Schedule 2 - Registered Rights: List of all registered IP rights with registration numbers and jurisdictions
3. Schedule 3 - Unregistered Rights: Description of unregistered IP rights, know-how, and confidential information
4. Schedule 4 - Existing Licenses: List of existing licenses or encumbrances affecting the IP
5. Schedule 5 - Assignment Forms: Forms required for recording the assignment with relevant IP offices
6. Schedule 6 - Payment Terms: Detailed payment schedule and terms if consideration is complex
Relevant legal definitions
Clauses
Relevant Industries
Technology
Pharmaceuticals
Biotechnology
Software Development
Media and Entertainment
Research and Development
Manufacturing
Creative Industries
Education and Academia
Healthcare
Professional Services
Engineering
Relevant Teams
Legal
Research and Development
Intellectual Property
Innovation
Corporate Development
Technology Transfer
Business Development
Compliance
Patent Administration
Product Development
Relevant Roles
Legal Counsel
Intellectual Property Manager
Research Director
Chief Technology Officer
Innovation Manager
Patent Attorney
Business Development Manager
Contract Manager
Chief Executive Officer
Research Scientist
Technology Transfer Officer
General Counsel
IP Paralegal
Corporate Lawyer
Head of R&D
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