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Intellectual Property Assignment Agreement for Philippines

Intellectual Property Assignment Agreement Template for Philippines

A comprehensive legal document governed by Philippine law that facilitates the transfer of intellectual property rights from one party (the Assignor) to another (the Assignee). This agreement is structured in accordance with the Intellectual Property Code of the Philippines (Republic Act No. 8293) and related legislation, ensuring the valid and complete transfer of IP rights. The document covers all aspects of the assignment, including the scope of rights transferred, warranties of ownership, consideration, and compliance with local regulatory requirements. It provides mechanisms for protecting both parties' interests while ensuring the transfer meets all legal requirements under Philippine jurisdiction.

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What is a Intellectual Property Assignment Agreement?

The Intellectual Property Assignment Agreement is a crucial legal instrument used in the Philippines when transferring ownership of intellectual property rights from one party to another. This document is essential in situations involving the sale of IP assets, employee inventions, corporate acquisitions, or research commercialization. It must comply with the Philippine Intellectual Property Code and related regulations, including the Technology Transfer Act when applicable. The agreement typically covers various forms of IP including patents, trademarks, copyrights, trade secrets, and industrial designs. It's particularly important in the Philippine context where IP rights are territorial and must be properly documented for registration with the Intellectual Property Office of the Philippines (IPOPHL). The document includes detailed descriptions of the IP being transferred, warranties of ownership, consideration terms, and provisions for future rights.

What sections should be included in a Intellectual Property Assignment Agreement?

1. Parties: Identifies and provides complete details of the Assignor and Assignee, including their legal capacities and addresses

2. Background: Establishes the context of the agreement, including the Assignor's ownership of the IP and the intention to transfer it to the Assignee

3. Definitions: Defines key terms used throughout the agreement, including specific IP-related terminology and technical terms

4. Assignment: Core provision that effectuates the transfer of IP rights from Assignor to Assignee, including present and future rights

5. Consideration: Specifies the payment or other consideration for the IP assignment

6. Representations and Warranties: Assignor's declarations regarding ownership, right to transfer, non-infringement, and other key warranties

7. Further Assurances: Obligation to execute additional documents and take necessary steps to perfect the assignment

8. Moral Rights: Addresses the treatment of moral rights, particularly relevant for copyright works

9. Confidentiality: Obligations regarding confidential information related to the assigned IP

10. Governing Law and Jurisdiction: Specifies Philippine law as governing law and sets jurisdiction for disputes

11. Entire Agreement: Confirms the agreement represents the complete understanding between parties

12. Execution: Signature blocks and execution formalities

What sections are optional to include in a Intellectual Property Assignment Agreement?

1. Tax Provisions: Include when the assignment has significant tax implications or involves cross-border transfers

2. Registration: Include when the IP requires registration with Philippine IP Office or other authorities

3. Third Party Rights: Include when the IP is subject to existing licenses or third-party rights

4. Improvements: Include when future improvements to the IP need to be addressed

5. Technology Transfer Provisions: Include when the assignment involves transfer of technical knowledge or know-how

6. Non-Competition: Include when restricting Assignor's future activities in related fields

7. Survival: Include when certain provisions need to survive termination

8. Insurance: Include when requiring IP insurance or ongoing coverage

9. Government Approvals: Include when government approval is required for the transfer

What schedules should be included in a Intellectual Property Assignment Agreement?

1. Schedule 1 - Assigned IP: Detailed description of all IP being assigned, including registration numbers, dates, and jurisdictions

2. Schedule 2 - Payment Terms: Detailed payment schedule and mechanics if the consideration is complex or involves installments

3. Schedule 3 - Existing Licenses: List of existing licenses, permissions, or encumbrances affecting the IP

4. Schedule 4 - Technical Documentation: List of all technical documents, manuals, and materials being transferred

5. Schedule 5 - Form of Assignment Notice: Template for notices to be filed with IP authorities

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

7. Appendix B - Transfer Documents: Forms and documents required for recording the transfer with relevant authorities

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

Philippines

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions









































Clauses



































Relevant Industries

Technology

Software Development

Pharmaceuticals

Biotechnology

Manufacturing

Research and Development

Creative Industries

Media and Entertainment

Education

Healthcare

Engineering

Consumer Products

Fashion and Design

Telecommunications

Financial Services

Relevant Teams

Legal

Intellectual Property

Research and Development

Innovation

Technology Transfer

Business Development

Corporate Strategy

Product Development

Compliance

Engineering

Scientific Research

Creative Services

Relevant Roles

Intellectual Property Lawyer

Legal Counsel

Chief Technology Officer

Research Director

Innovation Manager

Patent Attorney

Technology Transfer Officer

Business Development Manager

Chief Executive Officer

Intellectual Property Manager

Research Scientist

Software Engineer

Product Development Manager

Creative Director

Chief Legal Officer

Contracts Manager

Research and Development Director

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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