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Rights Transfer Agreement Template for New Zealand

A Rights Transfer Agreement under New Zealand law is a comprehensive legal document that facilitates the formal transfer of rights from one party (the transferor) to another (the transferee). This agreement is governed by New Zealand legislation, including the Contract and Commercial Law Act 2017 and relevant intellectual property laws. The document outlines the specific rights being transferred, consideration, warranties, and obligations of all parties involved. It includes provisions for completion, further assurance, and dispute resolution mechanisms specific to the New Zealand legal context.

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What is a Rights Transfer Agreement?

The Rights Transfer Agreement is a crucial legal instrument used in New Zealand business transactions where one party wishes to permanently transfer specific rights to another. This document is essential when transferring intellectual property rights, commercial rights, or other proprietary interests. The agreement must comply with New Zealand legal requirements, including the Contract and Commercial Law Act 2017, relevant intellectual property legislation, and fair trading laws. It typically includes detailed descriptions of the rights being transferred, warranties about ownership and authority to transfer, consideration details, and completion mechanisms. The Rights Transfer Agreement is particularly important in scenarios involving business acquisitions, intellectual property sales, or restructuring of rights ownership, providing a clear legal framework for the permanent transfer of rights while protecting both parties' interests under New Zealand law.

What sections should be included in a Rights Transfer Agreement?

1. Parties: Identifies and defines all parties to the agreement, including full legal names, addresses, and registration details if applicable

2. Background: Provides context for the agreement, including the nature of the rights being transferred and the parties' relationship

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles

4. Rights Being Transferred: Detailed description of the rights being transferred, including scope and territory

5. Transfer and Assignment: Core provision effectuating the transfer of rights from transferor to transferee

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

7. Warranties and Representations: Warranties from both parties regarding ownership, authority to transfer, and non-infringement

8. Completion and Timing: Specifies when and how the transfer takes effect

9. Further Assurance: Obligation to execute additional documents or take further steps if needed to perfect the transfer

10. Confidentiality: Obligations regarding confidential information related to the rights and transfer

11. Dispute Resolution: Procedures for handling disputes arising from the agreement

12. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc.

13. Execution: Signature blocks and execution requirements

What sections are optional to include in a Rights Transfer Agreement?

1. Intellectual Property Protection: Additional provisions for protecting IP rights, used when the transfer involves complex IP assets

2. Moral Rights: Specific provisions dealing with moral rights, necessary for creative works transfer

3. Tax Provisions: Specific tax-related provisions, used when transfer has significant tax implications

4. Security Interests: Provisions dealing with existing or future security interests, used when rights are subject to securities

5. Transitional Arrangements: Provisions for managing transition period, used when transfer requires phased implementation

6. Third Party Consents: Provisions regarding obtaining necessary third party approvals, used when rights are subject to third party interests

7. Revenue Sharing: Provisions for ongoing revenue sharing arrangements, used when transfer includes future income rights

8. Quality Control: Provisions for maintaining quality standards, used particularly in trademark or brand rights transfers

What schedules should be included in a Rights Transfer Agreement?

1. Schedule 1 - Description of Rights: Detailed technical or legal description of the rights being transferred

2. Schedule 2 - Existing Licenses or Encumbrances: List of any existing licenses, permissions, or encumbrances affecting the rights

3. Schedule 3 - Payment Terms: Detailed payment schedule and mechanisms if payment is complex or involves multiple instalments

4. Schedule 4 - Due Diligence Results: Summary of due diligence findings and any identified issues

5. Schedule 5 - Related Assets: List of any associated assets or materials included in the transfer

6. Appendix A - Required Forms: Forms required for recording or registering the transfer with relevant authorities

7. Appendix B - Historical Documentation: Copies of relevant historical documents establishing chain of title

8. Appendix C - Consent Forms: Template forms for obtaining any required third-party consents

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

New Zealand

Publisher

Ƶ

Document Type

Transfer Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions



















































Clauses








































Relevant Industries

Technology and Software

Media and Entertainment

Publishing

Research and Development

Biotechnology

Manufacturing

Creative Industries

Professional Services

Education

Healthcare

Pharmaceutical

Consumer Goods

Fashion and Design

Music Industry

Gaming Industry

Relevant Teams

Legal

Intellectual Property

Business Development

Commercial

Mergers and Acquisitions

Research and Development

Product Development

Corporate Affairs

Licensing

Business Affairs

Contract Administration

Executive Leadership

Relevant Roles

Legal Counsel

Intellectual Property Manager

Business Development Director

Licensing Manager

Commercial Director

Rights Manager

Contract Administrator

Chief Legal Officer

IP Portfolio Manager

Acquisitions Manager

Corporate Lawyer

Research Director

Creative Director

Chief Technology Officer

Chief Executive Officer

Commercial Manager

Business Affairs 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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