The Assignment Agreement Intellectual Property is a critical legal instrument used in Malaysia for transferring ownership of intellectual property rights. This document is essential when companies or individuals need to permanently transfer IP rights, such as during mergers and acquisitions, company restructuring, or commercialization of innovations. The agreement must comply with Malaysian IP laws and regulations, including the Patents Act 1983, Trade Marks Act 2019, and Copyright Act 1987. It's particularly important in corporate transactions, technology transfers, and research commercialization, where clear ownership of intellectual property needs to be established. The document typically includes detailed descriptions of the IP being transferred, warranties about ownership and validity, and provisions for registration with relevant Malaysian authorities.
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1. Parties: Identification of the Assignor and Assignee with full legal names and addresses
2. Background: Context of the assignment, relationship between parties, and brief description of the IP being transferred
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, including scope of rights transferred
5. Consideration: Details of payment or other consideration for the IP assignment
6. Representations and Warranties: Assignor's warranties regarding ownership, right to transfer, non-infringement, and validity of IP
7. Further Assurance: Obligation to execute additional documents and take necessary steps to perfect the assignment
8. Confidentiality: Obligations regarding confidential information disclosed during the assignment process
9. Taxes and Costs: Allocation of responsibility for taxes, registration fees, and other transfer-related costs
10. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
11. Execution: Signature blocks and execution requirements
1. Third Party Rights: Required when the IP is subject to licenses or other third-party rights that will survive the assignment
2. Employee/Contractor Obligations: Needed when the IP was created by employees or contractors who may have residual rights
3. Moral Rights: Required for copyright assignments where moral rights need to be specifically addressed
4. Registration: Include when the IP requires registration or recordal of the assignment with government authorities
5. Earn-out Provisions: Include when payment includes future performance-based compensation
6. Technology Transfer: Required when technical knowledge or know-how transfer is part of the assignment
7. Non-Competition: Include when restricting Assignor's future activities in related fields
8. Survival: Include when certain provisions need to survive the assignment completion
1. Schedule 1 - Intellectual Property: Detailed description of all IP being assigned, including registration numbers, dates, and jurisdictions
2. Schedule 2 - Existing Licenses: List of existing licenses, agreements, or encumbrances affecting the IP
3. Schedule 3 - Assignment Forms: Specific forms required for recording the assignment with various IP offices
4. Schedule 4 - Payment Terms: Detailed payment schedule and calculations if payment structure is complex
5. Schedule 5 - Technical Documentation: List of all technical documents, source code, or other materials to be transferred
6. Appendix A - Due Diligence Results: Summary of IP due diligence findings and any identified issues
7. Appendix B - Excluded Rights: Clear specification of any IP rights explicitly excluded from the assignment
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