Confirmatory Assignment Of Intellectual Property Rights Template for Canada

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Confirmatory Assignment Of Intellectual Property Rights

"I need a Confirmatory Assignment of Intellectual Property Rights to formalize a verbal IP transfer agreement made between my startup and a freelance developer in January 2025, covering software code and related technology for our mobile application."

Document background
The Confirmatory Assignment Of Intellectual Property Rights is a crucial document in Canadian intellectual property law that serves to formally acknowledge and confirm a pre-existing transfer of IP rights. This document is typically used when there is a need to strengthen or clarify the documentation of a previous IP transfer, during corporate due diligence, in preparation for licensing or sale of IP assets, or when addressing potential gaps in assignment documentation. It's particularly valuable in situations where the original assignment may have been informal, incomplete, or requires additional clarity for legal or commercial purposes. The document follows Canadian federal IP legislation and provincial contract law requirements, providing a comprehensive record of the IP transfer that can be registered with Canadian IP offices where applicable.
Suggested Sections

1. Parties: Identification of the Assignor(s) and Assignee(s), including full legal names and addresses

2. Background: Recitals explaining the original creation/ownership of the IP rights and the circumstances of the previous transfer being confirmed

3. Definitions: Key terms used in the agreement, including specific IP definitions and reference to original transfer documents

4. Confirmation of Previous Assignment: Express confirmation of the previous transfer of rights and its effective date

5. Rights Assigned: Detailed description of the IP rights being confirmed as transferred, including all related rights and goodwill

6. Representations and Warranties: Assignor's confirmations regarding ownership, right to assign, and absence of encumbrances

7. Further Assurance: Commitment to execute additional documents and take necessary steps to perfect the assignment

8. Governing Law: Specification of Canadian law as governing law and jurisdiction

9. Execution: Signature blocks and execution requirements

Optional Sections

1. Foreign Rights: Additional provisions for IP rights in other jurisdictions, used when the IP has international protection

2. Consideration: Statement of consideration if required for enforceability or tax purposes

3. Moral Rights Waiver: Specific waiver of moral rights, particularly relevant for copyright works

4. Confidentiality: Provisions regarding confidential information related to the IP, used when sensitive information is involved

5. Tax Provisions: Specific tax-related provisions, used when tax implications need to be addressed

6. Multiple Inventors/Assignors: Additional provisions for cases with multiple inventors or assignors

7. Survival: Specification of which provisions survive the execution of the confirmation, used in complex assignments

Suggested Schedules

1. Schedule A - Description of Intellectual Property: Detailed description of all IP being confirmed as assigned, including registration numbers

2. Schedule B - Original Assignment Documentation: Copies or details of the original assignment or transfer documentation being confirmed

3. Schedule C - Chain of Title: Documentation showing the chain of title from original creators to current owners

4. Schedule D - Invention Disclosure: Technical description of inventions for patent-related assignments

5. Schedule E - Prior Related Agreements: List and copies of any related agreements affecting the IP rights

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 Industries

Technology

Pharmaceuticals

Biotechnology

Software Development

Manufacturing

Research & Development

Media & Entertainment

Consumer Products

Industrial Design

Academic & Research

Creative Industries

Healthcare

Telecommunications

Engineering

Clean Technology

Relevant Teams

Legal

Intellectual Property

Research & Development

Technology Transfer

Business Development

Executive Leadership

Innovation

Corporate Development

Licensing

Patents

Technology Commercialization

Relevant Roles

Intellectual Property Lawyer

Patent Attorney

Legal Counsel

Chief Technology Officer

Research Director

Innovation Manager

Technology Transfer Manager

Chief Executive Officer

Chief Legal Officer

Research Scientist

Intellectual Property Manager

Business Development Director

Vice President of Research

Corporate Counsel

Licensing Manager

Patent Manager

Technology Commercialization Officer

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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