Assignment of intellectual property rights (asset purchase) (long form)
Assignment of intellectual property rights (asset purchase) (long form)

The following IP precedent provides comprehensive and up to date legal information covering:

  • Assignment of intellectual property rights (asset purchase) (long form)
  • Background
  • 1 Definitions and interpretation
  • 2 Commencement
  • 3 Assignment
  • 4 Assignment Fee
  • 5 Other costs
  • 6 Taxes and duties
  • 7 Warranties
  • 8 Indemnities
  • More...

This Agreement is made on [insert date] (Commencement Date) between the following parties (each a ‘party’ and together the ‘parties’):

Parties

  1. 1

    [insert Assignor name] a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (Assignor); and

  1. 2

    [insert Assignee name] a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (Assignee)

Background

    1. (A)

      [Assignor has entered into an agreement with Assignee [dated [insert date]] for the sale of [the [insert name] business and/or certain business Assets] by Assignor as seller to Assignee as buyer OR [insert other description of relevant transaction (referencing any relevant related agreements)]] (Transaction).

    1. (B)

      Assignor has agreed to assign, and Assignee has agreed to take an assignment of, the Assigned IPR on the terms and conditions of this Agreement.

    1. (C)

      [This Agreement and the assignment under it is conditional upon a separate [Asset Purchase Agreement] (or similar document) being entered into between the parties on or before the date of this Agreement.]

The parties agree:

    1. 1

      Definitions and interpretation

      1. 1.1

        Words shall have the meanings given to them in this Agreement, including without limitation as set out below:

        [Asset Purchase Agreement

        1. means an agreement entered into between the parties for the sale and purchase of the Business (including the Assets) as

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