The Simple IP Assignment Agreement is a fundamental legal instrument used in Canadian business and innovation contexts to transfer intellectual property rights. This document becomes necessary when an individual, company, or institution needs to transfer ownership of intellectual property, such as patents, copyrights, trademarks, or trade secrets, to another party. Common scenarios include employee inventions being assigned to employers, technology transfers between companies, or assignment of rights in M&A transactions. The agreement must comply with Canadian federal intellectual property legislation and provincial contract laws, ensuring proper documentation of the transfer and protecting both assignor and assignee interests. It typically includes detailed descriptions of the IP being transferred, warranties about ownership and non-infringement, and terms of the transfer.
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1. Parties: Identification of the Assignor and Assignee with full legal names and addresses
2. Background: Context of the IP assignment, relationship between parties, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement, including specific IP-related terminology
4. Assignment: Core provision transferring ownership of the IP from Assignor to Assignee
5. Consideration: Details of payment or other consideration for the IP assignment
6. Representations and Warranties: Assignor's warranties regarding IP ownership, right to assign, and non-infringement
7. Further Assurances: Commitment to execute additional documents and take necessary steps to perfect the assignment
8. Governing Law: Specification of Canadian law as governing law and jurisdiction
9. Execution: Signature blocks and execution requirements
1. Confidentiality: Required when sensitive information needs protection during and after the assignment process
2. Tax Provisions: Include when there are specific tax implications or requirements for the IP transfer
3. Survival: Needed when certain provisions should continue after the assignment is complete
4. Assignment and Succession: Include when restrictions on further assignment are needed
5. Moral Rights Waiver: Required for copyright assignments where moral rights are relevant
6. Indemnification: Include when specific indemnification obligations are necessary
7. Security Interest: Required when the IP assignment involves security interests or liens
1. Schedule A - Description of Intellectual Property: Detailed description of all IP being assigned, including registration numbers and dates
2. Schedule B - Existing Licenses and Encumbrances: List of any existing licenses, permissions, or encumbrances affecting the IP
3. Schedule C - Assignment Documents: Forms and documents required for recording the assignment with IP offices
4. Schedule D - Payment Terms: Detailed payment schedule and terms if consideration is complex or involves multiple payments
5. Appendix 1 - Related Agreements: Copies or references to related agreements affecting the IP assignment
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