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Transfer Of Intellectual Property Rights Agreement for Philippines

Transfer Of Intellectual Property Rights Agreement Template for Philippines

This document facilitates the legal transfer of intellectual property rights between parties under Philippine law, governed by the Intellectual Property Code of the Philippines (Republic Act No. 8293) and related regulations. It provides a comprehensive framework for transferring various forms of intellectual property, including patents, trademarks, copyrights, trade secrets, and other proprietary rights. The agreement ensures compliance with local regulatory requirements while protecting both transferor and transferee interests through detailed provisions covering ownership transfer, warranties, consideration, and post-transfer obligations.

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Transfer Of Intellectual Property Rights Agreement

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What is a Transfer Of Intellectual Property Rights Agreement?

The Transfer of Intellectual Property Rights Agreement is a crucial legal instrument used in the Philippines when one party (the transferor) wishes to transfer ownership of intellectual property rights to another party (the transferee). This document is essential for transactions involving the sale, assignment, or transfer of various forms of intellectual property, including patents, trademarks, copyrights, and trade secrets. The agreement must comply with the Intellectual Property Code of the Philippines (Republic Act No. 8293), the Technology Transfer Act of 2009, and other relevant Philippine laws. It is commonly used in corporate acquisitions, technology transfers, research commercialization, and business restructuring scenarios. The document includes detailed provisions for the transfer's scope, consideration, warranties, and compliance with local regulatory requirements, making it suitable for both domestic and international IP transfers within Philippine jurisdiction.

What sections should be included in a Transfer Of Intellectual Property Rights Agreement?

1. Parties: Identification and details of the transferor and transferee, including their legal capacity to enter into the agreement

2. Background: Context of the transfer, relationship between parties, and brief description of the intellectual property rights being transferred

3. Definitions: Detailed definitions of key terms used throughout the agreement, including specific IP-related terminology

4. Subject Matter of Transfer: Comprehensive description of the intellectual property rights being transferred

5. Transfer and Assignment: Express provisions regarding the transfer, including the nature of rights being transferred (exclusive/non-exclusive) and territorial scope

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

7. Representations and Warranties: Declarations by the transferor regarding ownership, validity, and non-infringement of the IP rights

8. Delivery and Documentation: Requirements for delivering IP materials and executing necessary documentation

9. Further Assurance: Obligations to execute additional documents and provide assistance in securing and protecting the transferred rights

10. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

11. Execution: Signature blocks and execution formalities

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

1. Confidentiality: Provisions for maintaining confidentiality of sensitive information, used when the transfer includes trade secrets or confidential information

2. Tax Provisions: Specific arrangements regarding tax implications of the transfer, included when there are significant tax considerations

3. Existing Licenses: Provisions dealing with existing licenses or permissions, included when the IP is currently licensed to third parties

4. Improvements: Provisions regarding rights to future improvements or modifications, included when relevant to R&D or technical IP

5. Training and Technical Support: Obligations for providing training or technical support, included when transfer involves complex technical IP

6. Moral Rights: Specific provisions regarding moral rights, included when transferring copyright works

7. Registration: Provisions for recording the transfer with IP offices, included when the IP rights are registered

8. Survival Clause: Provisions specifying which obligations survive termination, included in complex transfers

What schedules should be included in a Transfer Of Intellectual Property Rights Agreement?

1. Schedule A - Description of Intellectual Property: Detailed description of all IP being transferred, including registration numbers, dates, and jurisdictions

2. Schedule B - Existing Licenses and Encumbrances: List of all existing licenses, permissions, or encumbrances affecting the IP

3. Schedule C - Payment Terms: Detailed payment schedule and terms if payment is not made in a single installment

4. Schedule D - Required Documentation: List of all documents required to effect the transfer

5. Appendix 1 - IP Registration Certificates: Copies of all relevant IP registration certificates

6. Appendix 2 - Chain of Title Documentation: Documents establishing the transferor's ownership chain of the IP

7. Appendix 3 - Form of Recording Documents: Templates of documents required for recording the transfer with relevant IP offices

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

Technology

Software Development

Pharmaceuticals

Biotechnology

Manufacturing

Research and Development

Education

Creative Industries

Media and Entertainment

Healthcare

Engineering

Consumer Goods

Telecommunications

Relevant Teams

Legal

Intellectual Property

Research and Development

Innovation

Technology Transfer

Corporate Development

Business Development

Compliance

Executive Leadership

Scientific Affairs

Relevant Roles

Intellectual Property Lawyer

Legal Counsel

Chief Technology Officer

Research Director

Innovation Manager

Patent Attorney

Technology Transfer Officer

Chief Executive Officer

Business Development Manager

Intellectual Property Manager

Research Scientist

General Counsel

Contracts Manager

Chief Legal Officer

Director of Innovation

Head of R&D

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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