Proprietary Rights Assignment Agreement Template for Denmark

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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.

What is a Proprietary Rights Assignment Agreement?

The Proprietary Rights Assignment Agreement is essential for businesses and individuals seeking to transfer intellectual property rights in Denmark. This document is commonly used in various scenarios including company acquisitions, employee invention transfers, freelance work arrangements, and technology transfers. It must comply with Danish legal requirements, particularly the Danish Patents Act, Copyright Act, and Employee Inventions Act. The agreement typically includes comprehensive details about the rights being transferred, consideration for the transfer, warranties about ownership and non-infringement, and procedures for registration with relevant authorities. Special attention is paid to moral rights, which under Danish law cannot be fully assigned, and to employee rights in cases involving workplace innovations. The document serves as crucial evidence of the transfer and helps prevent future disputes about ownership of intellectual property rights.

What sections should be included in a Proprietary Rights Assignment Agreement?

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

What sections are optional to include in a Proprietary Rights Assignment Agreement?

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

What schedules should be included in a Proprietary Rights Assignment Agreement?

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

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
Relevant Industries

Technology

Pharmaceuticals

Biotechnology

Manufacturing

Research and Development

Software Development

Media and Entertainment

Consumer Products

Engineering

Healthcare

Education

Creative Industries

Relevant Teams

Legal

Intellectual Property

Research & Development

Innovation

Compliance

Technology Transfer

Corporate Development

Patents

Product Development

Business Development

Relevant Roles

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

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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