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

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

  • Assignment of intellectual property rights (asset purchase) (short 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] (the Commencement Date);

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] (the 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] (the Assignee)

(each of the Licensor and the Licensee being a party and together the Licensor and the Licensee are the parties).

Background

    1. (A)

      [The Assignor has entered into an agreement with the 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)

      The 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

        Definitions

        Affiliate

        1. means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;

        [Asset Purchase Agreement

        1. means an agreement

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