Assignment Of License Agreement Template for the United Arab Emirates

An Assignment Of License Agreement is a legal document that formally transfers all rights, title, and interest in a license from the current holder (assignor) to a new party (assignee) in the United Arab Emirates. This agreement is crucial for maintaining legal continuity when license rights change hands, ensuring that all parties understand their new obligations and rights under UAE law.

When do you need this document?

You need an Assignment Of License Agreement when your business is being acquired and the purchaser must assume your software or technology licenses. This document is essential during corporate mergers where license rights need to be consolidated under the surviving entity. You'll also require this agreement when selling a division or business unit that operates under specific intellectual property licenses. Additionally, this document becomes necessary when restructuring your corporate entities and transferring licenses between related companies, or when entering strategic partnerships that require sharing or transferring specific licensing rights to achieve business objectives.

Key legal considerations

The assignment must clearly identify all parties, including the original licensor if their consent is required for the transfer. You need to ensure that the original license agreement permits assignment, as many licenses contain anti-assignment clauses that could void the transfer. The consideration for the assignment must be clearly stated, whether monetary payment or other valuable consideration. Warranties and representations from the assignor about the validity of the license and absence of breaches are crucial for protecting the assignee. The document should address whether the assignor retains any residual rights or becomes completely divested of all license benefits. You must also consider whether the assignment triggers any change of control provisions in the original license that could affect the terms or validity of the transferred rights.

Legal requirements in United Arab Emirates

Under UAE Federal Law No. 31 of 2021 (Commercial Transactions Law), the assignment must be documented in writing and signed by all relevant parties to be legally enforceable. If the license involves intellectual property rights, compliance with UAE Federal Law No. 7 of 2002 (Copyright Law) or Federal Law No. 17 of 2002 (Industrial Property Law) may be required depending on the nature of the licensed rights. For trademark-related licenses, UAE Federal Law No. 37 of 1992 (Trademark Law) governs the transfer requirements. The agreement must include proper Arabic translations if any party requires them, and consideration should be given to notarization requirements. If the original licensor is a party to the assignment or their consent is required, their signature and acknowledgment must be properly documented. The assignment may need to be registered with relevant UAE authorities depending on the type of intellectual property involved in the license.