The IP Assignment Agreement is a fundamental legal instrument used in New Zealand for transferring intellectual property rights between parties. This document is essential when businesses or individuals need to transfer ownership of patents, trademarks, copyrights, trade secrets, or other intellectual property assets. Common scenarios include company acquisitions, employee inventions, contractor-created works, or strategic IP sales. The agreement must comply with New Zealand's intellectual property legislation, including the Patents Act 2013, Trade Marks Act 2002, and Copyright Act 1994. It typically includes detailed descriptions of the IP being transferred, warranties of ownership, consideration terms, and any specific conditions or obligations related to the transfer.
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1. Parties: Identifies and provides full details of the assignor and assignee
2. Background: Sets out the context of the agreement, including the ownership of the IP and the intention to transfer
3. Definitions: Defines key terms used throughout the agreement, including specific IP-related terminology
4. Assignment: Core clause that effects the transfer of IP rights from assignor to assignee
5. Consideration: Specifies the payment or other consideration for the IP assignment
6. Warranties: Assignor's warranties regarding ownership, right to assign, and nature of the IP
7. Further Assurance: Obligation to execute additional documents and take necessary steps to perfect the assignment
8. Confidentiality: Obligations regarding confidential information related to the IP
9. Governing Law and Jurisdiction: Specifies New Zealand law as governing law and jurisdiction for disputes
10. Execution: Formal execution block for signing by both parties
1. Moral Rights: Required for copyright works where moral rights need to be waived or addressed
2. Employee/Contractor Obligations: Used when the IP was created by employees or contractors who need to be bound
3. Registration and Recordal: Include when the IP requires registration or recordal with government offices
4. Tax Provisions: Required when there are specific tax implications for the IP transfer
5. Cross-Border Provisions: Include when the IP has international aspects or protection
6. Existing Licenses: Required when there are existing licenses that need to be addressed
7. Improvements: Include when future improvements to the IP need to be addressed
8. Know-How Transfer: Used when practical knowledge or trade secrets need to be transferred alongside the IP
1. Schedule 1 - Intellectual Property: Detailed description of all IP being assigned, including registration numbers where applicable
2. Schedule 2 - Assignment Forms: Specific assignment forms required for different IP types (patents, trademarks, etc.)
3. Schedule 3 - Payment Terms: Detailed payment structure and terms if the consideration is complex
4. Schedule 4 - Existing Licenses: List and details of any existing licenses or encumbrances on the IP
5. Schedule 5 - Required Registrations: List of registrations and recordals required in different jurisdictions
6. Appendix A - Due Diligence Results: Summary of IP due diligence findings and identified risks
7. Appendix B - Technical Documentation: Technical specifications and documentation related to the IP
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