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Technology Assignment Agreement for Philippines

Technology Assignment Agreement Template for Philippines

A Technology Assignment Agreement under Philippine law is a legally binding document that facilitates the transfer of ownership rights in technology from one party (the assignor) to another (the assignee). This agreement is governed by Philippine legislation, particularly the Technology Transfer Act of 2009 and the Intellectual Property Code. It includes detailed provisions for the transfer of intellectual property rights, technical specifications, implementation requirements, and ongoing obligations of the parties. The agreement ensures compliance with local regulations while protecting both parties' interests in the technology transfer process.

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What is a Technology Assignment Agreement?

The Technology Assignment Agreement is a crucial document used in the Philippines when one party wishes to transfer complete ownership of specific technology to another party. This agreement type is particularly relevant in scenarios involving corporate acquisitions, R&D commercialization, or strategic technology transfers. The document must comply with Philippine laws, including the Technology Transfer Act of 2009, the Intellectual Property Code, and relevant data privacy and competition laws. It typically includes comprehensive details about the technology being transferred, associated intellectual property rights, warranties, and implementation requirements. The agreement is essential for protecting both the assignor's and assignee's interests while ensuring a clear and legally compliant transfer of technology rights in the Philippine jurisdiction.

What sections should be included in a Technology Assignment Agreement?

1. Parties: Identification of the Assignor and Assignee, including full legal names and addresses

2. Background: Context of the agreement, overview of the technology, and purpose of the assignment

3. Definitions: Defined terms used throughout the agreement, including specific technical terms

4. Assignment: Core provisions detailing the transfer of rights and ownership of the technology

5. Consideration: Details of payment or other consideration for the assignment

6. Effective Date and Delivery: Timing of the assignment and process for technology transfer

7. Representations and Warranties: Assignor's declarations regarding ownership, right to assign, and technology condition

8. Intellectual Property Rights: Specific provisions regarding IP rights transfer and protection

9. Confidentiality: Obligations regarding confidential information and trade secrets

10. Further Assurance: Obligations to execute additional documents and provide assistance

11. Indemnification: Protection against claims and liabilities

12. Governing Law and Jurisdiction: Application of Philippine law and dispute resolution

13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

What sections are optional to include in a Technology Assignment Agreement?

1. Technology Implementation: Used when the assignment requires specific implementation support or training

2. Source Code Escrow: Include for software technology assignments to protect the assignee's interests

3. Employee and Contractor Obligations: Required when the technology involves ongoing employee or contractor relationships

4. Export Control: Include for international assignments or technology with export restrictions

5. Data Privacy Compliance: Required when the technology processes personal data

6. Competition Compliance: Include when the assignment might raise competition law concerns

7. Maintenance and Support: Used when ongoing technical support is part of the agreement

8. Third Party Rights: Include when the technology incorporates third-party components

What schedules should be included in a Technology Assignment Agreement?

1. Schedule 1 - Technology Description: Detailed technical specifications and documentation of the assigned technology

2. Schedule 2 - Intellectual Property Rights: List of specific IP rights being transferred (patents, trademarks, etc.)

3. Schedule 3 - Assignment Consideration: Detailed payment terms, installments, and calculation methods

4. Schedule 4 - Delivery Schedule: Timeline and milestones for technology transfer and implementation

5. Schedule 5 - Technical Documentation: User manuals, technical specifications, and other supporting documents

6. Appendix A - Related Agreements: List of associated agreements or licenses

7. Appendix B - Third Party Licenses: Details of third-party components and associated licenses

8. Appendix C - Security Requirements: Security protocols and requirements for technology transfer and usage

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

Cost

Free to use
Relevant legal definitions








































Clauses































Relevant Industries

Information Technology

Software Development

Biotechnology

Manufacturing

Healthcare Technology

Financial Technology

Telecommunications

Artificial Intelligence

Research & Development

Education

Industrial Automation

Clean Technology

Electronics

Relevant Teams

Legal

Intellectual Property

Research and Development

Information Technology

Compliance

Corporate Development

Innovation

Software Development

Business Development

Risk Management

Relevant Roles

Chief Technology Officer

Legal Counsel

Intellectual Property Manager

Research and Development Director

Technology Transfer Officer

Innovation Manager

Contract Manager

Chief Legal Officer

Software Development Manager

Chief Executive Officer

Business Development Director

Intellectual Property Lawyer

Technology Acquisition Manager

Compliance Officer

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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