The Intellectual Property Assignment Agreement Template is a vital legal instrument used in the United Arab Emirates for transferring ownership of intellectual property rights from one party to another. This document is essential in various business contexts, including company acquisitions, employee innovations, contractor developments, and technology transfers. It ensures compliance with UAE federal laws, including Federal Law No. 11 of 2021 on Industrial Property Rights, Federal Law No. 36 of 2021 on Trademarks, and Federal Law No. 7 of 2002 on Copyrights and Related Rights. The template includes comprehensive provisions for transferring various types of IP rights, warranties of ownership, registration requirements with UAE authorities, and necessary enforcement mechanisms. It is particularly crucial in protecting the interests of both assignors and assignees while ensuring the transfer meets all local legal requirements for validity and enforceability.
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1. Parties: Identification of the Assignor and Assignee, including full legal names, addresses, and registration details if companies
2. Background: Context of the assignment, relationship between parties, and brief description of the intellectual property being assigned
3. Definitions: Detailed definitions of key terms including 'Intellectual Property Rights', 'Effective Date', 'Assignment', and other relevant terms
4. Assignment: Core provision transferring all rights, title, and interest in the IP from Assignor to Assignee
5. Consideration: Details of payment or other consideration for the assignment
6. Warranties and Representations: Assignor's warranties regarding ownership, right to assign, non-infringement, and no prior licenses or encumbrances
7. Further Assurance: Obligation to execute additional documents and assist with IP registration transfer
8. Waiver of Rights: Express waiver of any moral rights or other non-transferable rights to the extent permitted by UAE law
9. Registration: Provisions regarding the registration of the assignment with relevant UAE authorities
10. Confidentiality: Obligations to keep confidential the terms of the agreement and any confidential information disclosed
11. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
12. Execution: Signature blocks and execution formalities compliant with UAE requirements
1. Employee Inventions: Required when the IP was created by employees and addressing any specific rights or obligations related to employee-created IP
2. Future Rights: Optional section for assignment of future improvements or related IP rights
3. Third Party Rights: Required when there are any third-party licenses or rights that need to be addressed
4. Tax Provisions: Required when there are specific tax implications that need to be addressed
5. Non-Competition: Optional section restricting Assignor's ability to compete or create similar IP
6. Indemnification: Optional but recommended section regarding indemnification for IP infringement claims
7. Insurance: Optional requirement for insurance coverage related to IP infringement
8. Survival: Optional section specifying which provisions survive termination
1. Schedule 1 - Intellectual Property Description: Detailed description of all IP being assigned, including registration numbers, dates, and jurisdictions
2. Schedule 2 - Existing Licenses: List of any existing licenses, permissions or encumbrances affecting the IP
3. Schedule 3 - Assignment Forms: Forms required by UAE IP offices for recording the assignment
4. Schedule 4 - Payment Terms: Detailed payment schedule and terms if payment is not made in full upon execution
5. Appendix A - Due Diligence Report: Optional appendix containing IP due diligence findings and status
6. Appendix B - IP Registration Certificates: Copies of all relevant IP registration certificates and documentation
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