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Proprietary Rights Assignment Agreement
I need a Proprietary Rights Assignment Agreement under Danish law for transferring software patents and related IP from our Copenhagen-based startup to a multinational tech company, with the transfer to be effective from March 1, 2025.
1. Parties: Identification of the assignor and assignee, including full legal names, registration numbers, and addresses
2. Background: Context of the assignment, relationship between parties, and purpose of the transfer
3. Definitions: Key terms including Intellectual Property Rights, Assigned Rights, Effective Date, and other relevant definitions
4. Assignment: Core provision transferring all relevant IP rights, specifically listing each type of right being assigned
5. Consideration: Details of payment or other consideration for the assignment
6. Moral Rights: Specific provisions addressing moral rights under Danish law, including which rights are waived to the extent permitted by law
7. Further Assurance: Obligations to execute additional documents and assist with registration of rights
8. Representations and Warranties: Assignor's warranties regarding ownership, right to assign, and non-infringement
9. Indemnification: Assignor's obligations to indemnify assignee against third-party claims
10. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Employee Rights: Required when the assigned rights involve employee-created IP, addressing requirements under Danish Employee Inventions Act
2. Registration and Recordal: Detailed procedures for recording the assignment with relevant IP offices, needed for registered IP rights
3. Confidentiality: Provisions for maintaining confidentiality of the assignment and related information, if not covered by a separate NDA
4. Tax Provisions: Specific tax-related provisions when the assignment has significant tax implications
5. Competition Law Compliance: Required when the assignment might raise competition law concerns
6. Third Party Rights: Needed when the assigned IP involves or affects rights of third parties
7. Survival: Specifying which provisions survive termination, particularly relevant for long-term warranties
1. Schedule 1 - Assigned Rights: Detailed list of all IP rights being assigned, including registration numbers where applicable
2. Schedule 2 - Excluded Rights: List of any IP rights specifically excluded from the assignment
3. Schedule 3 - Registered Rights: Details of registered IP rights requiring recordal of the assignment
4. Schedule 4 - Form of Assignment Notice: Template for any required notices of assignment to be filed with IP offices
5. Schedule 5 - Existing Licenses: List of existing licenses or encumbrances affecting the assigned rights
6. Appendix A - Due Diligence Report: Summary of IP due diligence findings, if applicable
7. Appendix B - Power of Attorney: For handling registration and recordal of the assignment
Authors
Assigned Rights
Assignor
Assignee
Background IP
Confidential Information
Copyright Works
Databases
Design Rights
Effective Date
Employee Inventions
Excluded Rights
Intellectual Property Rights
Know-How
Licensed Rights
Moral Rights
Patents
Patent Applications
Registered Rights
Related Rights
Software
Technical Information
Trade Marks
Trade Secrets
Territory
Third Party Rights
Unregistered Rights
Works
Improvements
Documentation
Invention Records
Registration Offices
Assignment
Consideration
Moral Rights
Further Assurance
Registration
Warranties
Indemnification
Confidentiality
Non-Competition
Third Party Rights
Employee Rights
Assistance and Cooperation
Representations
Payment Terms
Tax
Notices
Amendment
Severability
Entire Agreement
Force Majeure
Waiver
Assignment and Transfer
Costs
Governing Law
Jurisdiction
Dispute Resolution
Counterparts
Technology
Pharmaceuticals
Biotechnology
Manufacturing
Research and Development
Software Development
Media and Entertainment
Consumer Products
Engineering
Healthcare
Education
Creative Industries
Legal
Intellectual Property
Research & Development
Innovation
Compliance
Technology Transfer
Corporate Development
Patents
Product Development
Business Development
Legal Counsel
Intellectual Property Manager
Chief Technology Officer
Research Director
Innovation Manager
Compliance Officer
General Counsel
Patent Attorney
Technology Transfer Officer
Chief Executive Officer
Chief Legal Officer
Research Scientist
Product Development Manager
Business Development Director
Contracts Manager
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