The Assignment Of License Agreement is a crucial legal instrument used when a license holder needs to transfer their rights and obligations to another party. This document is particularly important in New Zealand's commercial landscape, where businesses frequently need to reorganize their intellectual property holdings, undergo mergers or acquisitions, or restructure their operations. The agreement ensures compliance with New Zealand's Contract and Commercial Law Act 2017 and relevant intellectual property legislation. It typically includes detailed provisions about the scope of rights being transferred, warranties from both parties, consent requirements, and any continuing obligations. This document is essential for maintaining clear chains of title in license arrangements and protecting the interests of all parties involved in the transfer.
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1. Parties: Identifies and provides full legal details of the assignor, assignee, and original licensor (if party to the agreement)
2. Background: Describes the original license agreement, the reason for assignment, and confirms the parties' authority to enter into the assignment
3. Definitions: Defines key terms used throughout the agreement, including references to the original license agreement
4. Assignment: Core provision detailing the transfer of rights and obligations under the license from assignor to assignee
5. Consideration: Specifies the payment or other consideration for the assignment
6. Effective Date: Establishes when the assignment takes effect
7. Assignor's Warranties: Warranties regarding ownership, authority to assign, and status of the license
8. Assignee's Covenants: Assignee's commitment to comply with the original license terms and conditions
9. Original Licensor's Consent: Documentation of the original licensor's approval of the assignment (if required)
10. Further Assurance: Obligations to execute additional documents or take further actions to effect the assignment
11. Governing Law: Confirms New Zealand law governs the agreement
12. Execution: Signature blocks and execution details for all parties
1. Intellectual Property Provisions: Additional provisions specific to IP rights, used when the license involves complex IP arrangements
2. Regulatory Compliance: Include when the assignment requires specific regulatory approvals or notifications
3. Tax Provisions: Include when there are specific tax implications or requirements for the assignment
4. Confidentiality: Additional confidentiality obligations beyond those in the original license, if needed
5. Security Interests: Include if there are any security interests or encumbrances affecting the license
6. Transition Provisions: Include when there's a need for a transition period or handover process
7. Third Party Consents: Include when additional third party consents are required beyond the original licensor
8. Insurance: Include when specific insurance requirements need to transfer or be maintained
1. Original License Agreement: Copy of the original license agreement being assigned
2. Assignment Details: Detailed description of all rights, obligations, and assets being assigned
3. Consideration Details: Breakdown of payment terms, amounts, and payment schedule if applicable
4. Intellectual Property Register: List of all IP rights covered by the license assignment
5. Required Consents: Copies of all third-party and regulatory consents obtained
6. Existing Encumbrances: List of any existing encumbrances or limitations on the license
7. Transition Plan: Detailed plan for transitioning the license if applicable
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