Transfer Of Intellectual Property Agreement Template for Austria

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Key Requirements PROMPT example:

Transfer Of Intellectual Property Agreement

"I need a Transfer of Intellectual Property Agreement under Austrian law for transferring software IP rights, including source code and related patents, from my tech startup to a large corporation, with completion scheduled for March 2025 and including provisions for ongoing technical support."

Document background
The Transfer of Intellectual Property Agreement is essential for businesses and individuals operating under Austrian law who need to transfer ownership of intellectual property assets. This document type is commonly used in scenarios such as company acquisitions, technology transfers, startup exits, or research commercialization. It ensures compliance with Austrian intellectual property laws, including the Patent Act (Patentgesetz), Copyright Act (Urheberrechtsgesetz), and Trademark Protection Act (Markenschutzgesetz), while also addressing EU regulations. The agreement comprehensively covers the identification of IP assets, transfer terms, warranties, and registration requirements, making it suitable for both domestic and international transactions involving Austrian entities.
Suggested Sections

1. Parties: Identification of the transferor and transferee, including full legal names, registration details, and addresses

2. Background: Context of the IP transfer, relationship between parties, and purpose of the agreement

3. Definitions: Detailed definitions of key terms, including specific IP assets, effective date, and technical terminology

4. Subject Matter of Transfer: Clear identification and description of the IP rights being transferred

5. Scope of Transfer: Extent of rights being transferred, including territorial scope and field of use

6. Transfer Price and Payment Terms: Consideration for the transfer, payment schedule, and payment methods

7. Effective Date and Completion: When the transfer takes effect and conditions for completion

8. Representations and Warranties: Warranties regarding ownership, validity, and non-infringement of the IP rights

9. Registration and Recordal: Obligations regarding the recording of the transfer with relevant IP offices

10. Cooperation: Parties' obligations to cooperate in executing documents and completing formalities

11. Confidentiality: Protection of confidential information exchanged during the transfer process

12. Tax and Costs: Allocation of tax liabilities and transfer-related costs

13. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

Optional Sections

1. Technical Support and Knowledge Transfer: Used when ongoing technical assistance is required post-transfer

2. Employee Inventions: Required when transferred IP includes inventions made by employees

3. Grant-Back License: When transferor needs to retain certain limited rights to the IP

4. Competition Law Compliance: Required for transfers that may have competition law implications

5. Cross-Border Provisions: When IP transfer involves multiple jurisdictions

6. Further Development Rights: When parties need to address rights to future improvements or developments

7. Third Party Rights: When the IP is subject to existing licenses or other third-party rights

8. Data Protection: When transfer involves personal data or databases

9. Transitional Provisions: When phased transfer or temporary arrangements are needed

Suggested Schedules

1. Schedule 1: IP Assets Register: Detailed list and description of all IP assets being transferred

2. Schedule 2: Existing Licenses and Encumbrances: List of all existing licenses, security interests, or other encumbrances affecting the IP

3. Schedule 3: Registration Details: Details of all registrations and applications for the IP rights

4. Schedule 4: Payment Schedule: Detailed payment terms and milestones if payment is not made in full at completion

5. Schedule 5: Required Assignments: Forms of assignment documents required for specific IP rights

6. Schedule 6: Technical Documentation: List of all technical documents, source code, or other materials to be transferred

7. Appendix A: Form of Recordal Applications: Template documents for recording the transfer with IP offices

8. Appendix B: Due Diligence Reports: Summary of IP due diligence findings and identified risks

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

Software Development

Manufacturing

Pharmaceuticals

Biotechnology

Research and Development

Creative Industries

Engineering

Electronics

Chemical Industry

Automotive

Media and Entertainment

Healthcare

Industrial Design

Telecommunications

Relevant Teams

Legal

Intellectual Property

Research and Development

Innovation

Technology Transfer

Business Development

Corporate Development

Compliance

Technical Operations

Product Development

Patent Operations

Commercial Operations

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Chief Legal Officer

Legal Counsel

Intellectual Property Attorney

Patent Attorney

Research Director

Head of Innovation

Technology Transfer Manager

Business Development Manager

IP Portfolio Manager

General Counsel

Commercial Director

Innovation Manager

Research Scientist

Technical Director

Managing Director

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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