The Confirmatory Assignment Agreement is utilized in situations where a transfer of rights has already occurred but requires formal documentation or confirmation under German law. This commonly arises in employment relationships where inventions or creative works were developed, in corporate restructuring where assets need to be clearly documented, or in M&A transactions where ownership of intellectual property needs to be definitively established. The agreement is particularly important in the German legal system, which places significant emphasis on formal documentation of rights transfers. It typically includes detailed descriptions of the transferred rights, the original transfer circumstances, and any registration requirements with relevant authorities. The document serves both as evidence of the transfer and as a tool for completing any necessary registrations with patent, trademark, or other intellectual property offices.
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1. Parties: Identification of the Assignor and Assignee, including full legal names, registration details for companies, and addresses
2. Background: Recitals explaining the context of the original transfer/assignment and why this confirmatory assignment is being made
3. Definitions: Key terms used in the agreement, particularly defining the Rights being assigned and any relevant Prior Agreement
4. Confirmation of Assignment: Clear statement confirming the previous assignment of rights from Assignor to Assignee, with specific reference to when and how the original transfer occurred
5. Scope of Assigned Rights: Detailed description of the rights being confirmed as assigned, including any territorial or temporal limitations
6. Representations and Warranties: Assignor's confirmations regarding ownership, right to assign, and absence of encumbrances
7. Further Assurances: Obligation to execute additional documents and take further steps if needed to perfect the assignment
8. Governing Law and Jurisdiction: Specification of German law as governing law and designation of competent courts
1. Consideration: Required if there is any new consideration for the confirmatory assignment (usually not needed if purely confirmatory)
2. Tax Provisions: Include when there are specific tax implications that need to be addressed
3. Confidentiality: Include when the subject matter of the assignment contains confidential information
4. Employee Acknowledgments: Include when the assignment relates to employee inventions or works
5. Third Party Rights: Include when there are relevant third party rights or when excluding third party rights under German law
6. Severability: Standard boilerplate that may be included, though implied under German law
1. Schedule 1 - Description of Rights: Detailed technical description or list of the intellectual property rights being confirmed as assigned
2. Schedule 2 - Prior Agreement(s): Copies or details of any prior agreements or arrangements under which the original transfer occurred
3. Schedule 3 - List of Registrations: List of any registered rights (patents, trademarks, etc.) included in the assignment
4. Appendix A - Form of Registration: Templates for any necessary registration forms for recording the assignment with relevant IP offices
5. Appendix B - Chain of Title: Documentation showing the chain of title from original creation to current assignment, if relevant
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