IP Assignment for Germany

IP Assignment Template for Germany

A comprehensive legal agreement governed by German law that facilitates the transfer of intellectual property rights from one party (the assignor) to another (the assignee). This document ensures compliance with German intellectual property laws, including the German Civil Code (BGB), Patent Act (PatG), Copyright Act (UrhG), and other relevant legislation. It covers the complete transfer of various types of intellectual property, including patents, trademarks, copyrights, and trade secrets, while addressing specific German legal requirements such as form requirements, employee invention rights, and moral rights considerations.

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What is a IP Assignment?

The IP Assignment agreement under German law is essential for companies and individuals seeking to transfer intellectual property rights in Germany. This document is commonly used in various scenarios, including company acquisitions, employee invention transfers, contractor relationships, and technology transfers. The agreement must comply with German legal requirements, including specific provisions of the German Civil Code (BGB), Patent Act (PatG), and other relevant IP legislation. It typically includes detailed descriptions of the IP being transferred, warranties of ownership, consideration details, and provisions for future cooperation. The document is particularly important given Germany's strict requirements regarding IP transfers and employee inventor rights.

What sections should be included in a IP Assignment?

1. Parties: Identification of the assignor and assignee with full legal details

2. Background: Context of the IP assignment and relationship between the parties

3. Definitions: Definitions of key terms used throughout the agreement, including specific IP-related terminology

4. Assignment: Core provision detailing the transfer of IP rights from assignor to assignee

5. Consideration: Details of payment or other consideration for the IP assignment

6. Warranties and Representations: Assignor's warranties regarding ownership, right to assign, and non-infringement of third-party rights

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

8. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

What sections are optional to include in a IP Assignment?

1. Employee Inventions: Required when the IP being assigned includes employee inventions under the German Employee Inventions Act

2. Tax Provisions: Specific provisions dealing with tax implications of the IP transfer

3. Confidentiality: Provisions for protecting confidential information, needed when sensitive information is involved

4. Competition Restrictions: Non-compete and non-solicitation provisions, if relevant to the IP assignment

5. Registration and Recordal: Provisions for handling IP registry recordings, needed for registered IP rights

6. Moral Rights: Specific provisions dealing with moral rights, necessary for copyright assignments

7. Existing Licenses: Provisions dealing with existing licenses or encumbrances on the IP

What schedules should be included in a IP Assignment?

1. Schedule of IP Rights: Detailed list of all IP being assigned, including registration numbers where applicable

2. Form of Assignment Notice: Template for formal assignment notices required for IP registries

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

4. Payment Schedule: Details of payment terms and installments if applicable

5. Due Diligence Results: 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

Jurisdiction

Germany

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Relevant Industries

Technology

Manufacturing

Pharmaceuticals

Biotechnology

Software Development

Research and Development

Media and Entertainment

Consumer Goods

Industrial Design

Automotive

Telecommunications

Fashion and Luxury Goods

Academic and Research

Healthcare

Relevant Teams

Legal

Intellectual Property

Research and Development

Innovation

Technology Transfer

Business Development

Compliance

Patent

Product Development

Executive Leadership

Relevant Roles

Legal Counsel

Intellectual Property Manager

Research Director

Chief Technology Officer

Innovation Manager

Patent Attorney

Technology Transfer Officer

Research Scientist

Product Development Manager

Chief Executive Officer

Business Development Manager

Licensing Manager

Contract Manager

Head of R&D

General Counsel

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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