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

Published by a LexisNexis IP expert
Precedents

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

Published by a LexisNexis IP expert

Precedents
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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.]

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Jurisdiction(s):
United Kingdom
Key definition:
Assignment definition
What does Assignment mean?

An assignment is 'an immediate transfer of an existing proprietary right, vested or contingent from one party to another'. Assignments can occur by consent or by operation of law.

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