The Transfer Intellectual Property Rights Agreement is essential for businesses and individuals looking to permanently transfer ownership of intellectual property assets in New Zealand. This document is typically used in scenarios such as company acquisitions, asset sales, or strategic restructuring where IP assets need to be legally transferred. It ensures compliance with New Zealand's IP legislation, including the Patents Act 2013, Trade Marks Act 2002, and Copyright Act 1994, while providing a clear framework for the transfer process. The agreement covers crucial elements such as asset identification, warranties, consideration, and post-transfer obligations, making it suitable for complex IP portfolios and cross-border transactions where New Zealand law applies.
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1. Parties: Identifies and provides full details of the transferor and transferee
2. Background: Sets out the context of the transfer, including the ownership of the IP rights and the intention to transfer
3. Definitions: Defines key terms used throughout the agreement, particularly technical and legal terms related to the IP rights
4. Transfer of IP Rights: Core provision detailing the transfer and assignment of the IP rights from transferor to transferee
5. Consideration: Specifies the payment or other consideration for the transfer of IP rights
6. Completion: Details the completion process, timing, and any conditions precedent to the transfer
7. Transferor's Warranties: Warranties regarding ownership, right to transfer, validity of IP rights, and absence of encumbrances
8. Further Assurance: Obligation to execute additional documents and take further steps necessary to perfect the transfer
9. Confidentiality: Obligations regarding confidential information disclosed during the transfer process
10. Notices: Specifies how formal notices under the agreement should be given and when they are deemed received
11. General Provisions: Standard boilerplate clauses including governing law, entire agreement, and severability
1. Tax: Include when there are specific tax implications or arrangements for the transfer
2. Employee Rights: Include when the IP includes employee-created works or inventor rights
3. Third Party Rights: Include when there are existing licenses or third-party rights that need to be addressed
4. Transitional Arrangements: Include when ongoing support or transition period is required post-transfer
5. Know-how Transfer: Include when technical knowledge or trade secrets are part of the transfer
6. Indemnification: Include when specific indemnities are required beyond standard warranties
7. Non-Competition: Include when restrictions on transferor's future activities are required
8. Dispute Resolution: Include when specific dispute resolution mechanisms are preferred over standard court proceedings
1. Schedule 1 - Transferred IP Rights: Detailed list and description of all IP rights being transferred, including registration numbers
2. Schedule 2 - Excluded Rights: List of any IP rights specifically excluded from the transfer
3. Schedule 3 - Existing Licenses: Details of any existing licenses, permissions or encumbrances affecting the IP
4. Schedule 4 - Transfer Documents: Forms and documents required for recording the transfer with relevant IP offices
5. Schedule 5 - Completion Obligations: List of actions and documents required at completion
6. Appendix A - IP Assignment Forms: Standard form assignments for each type of IP being transferred
7. Appendix B - Power of Attorney: Power of attorney to allow transferee to perfect the transfer in various jurisdictions
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