Confirmatory Assignment Agreement for the Netherlands

Confirmatory Assignment Agreement Template for Netherlands

A Confirmatory Assignment Agreement under Dutch law is a formal legal document that confirms and reinforces a previous transfer of rights, typically intellectual property rights, from one party (the Assignor) to another (the Assignee). The agreement serves to eliminate any uncertainty about the ownership of the assigned rights and provides documentary evidence of the transfer. Under Dutch law, this document must comply with the requirements of the Dutch Civil Code (Burgerlijk Wetboek) and relevant intellectual property legislation, ensuring the assignment is properly documented and legally enforceable.

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What is a Confirmatory Assignment Agreement?

The Confirmatory Assignment Agreement is utilized when parties need to formally document and confirm a previous transfer of rights that may have occurred informally or where the documentation of the original transfer requires reinforcement. This situation commonly arises in corporate restructuring, employment relationships, or following business acquisitions. The agreement, governed by Dutch law, provides certainty regarding the ownership of valuable rights, particularly intellectual property, and helps prevent future disputes. It includes detailed descriptions of the assigned rights, representations about ownership and authority to assign, and provisions for further actions needed to perfect the assignment. The document is particularly important in the Netherlands where clear documentation of IP transfers is crucial for legal certainty and enforcement.

What sections should be included in a Confirmatory Assignment Agreement?

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

2. Background: Context of the original transfer/assignment and why this confirmatory assignment is needed

3. Definitions: Definitions of key terms used in the agreement, including precise description of the assigned rights

4. Confirmation of Assignment: Express confirmation of the previous assignment and transfer of rights

5. Consideration: Statement of consideration (even if nominal) to support the assignment

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

7. Further Assurance: Obligation to execute additional documents and take further steps if needed

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

9. Execution: Signature blocks and execution requirements

What sections are optional to include in a Confirmatory Assignment Agreement?

1. Third Party Rights: Section addressing any third party rights or consents required - include if third parties have interests in the assigned rights

2. Tax Provisions: Specific provisions dealing with tax implications - include if the assignment has significant tax consequences

3. Confidentiality: Provisions regarding confidential information - include if sensitive information is involved

4. Employee Rights: Provisions addressing employee rights and moral rights - include if the assignment involves employee-created IP

5. Registration: Provisions regarding registration of rights - include if the assigned rights require registration

6. Indemnification: Specific indemnities - include if additional protection is needed beyond standard warranties

What schedules should be included in a Confirmatory Assignment Agreement?

1. Schedule 1 - Description of Assigned Rights: Detailed description of the intellectual property or other rights being assigned

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

3. Schedule 3 - Existing Licenses or Encumbrances: List of any existing licenses, permissions or encumbrances affecting the assigned rights

4. Appendix A - Form of Registration Documents: Templates of any documents required for registering the assignment with relevant authorities

5. Appendix B - Required Consents: Copies of third-party consents or approvals required for 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

Jurisdiction

Netherlands

Publisher

Genie AI

Cost

Free to use
Relevant Industries

Technology

Pharmaceuticals

Biotechnology

Research & Development

Creative Industries

Software Development

Manufacturing

Media & Entertainment

Education & Research

Professional Services

Relevant Teams

Legal

Intellectual Property

Research & Development

Innovation

Human Resources

Corporate Secretariat

Business Development

Technology Transfer Office

Compliance

Management

Relevant Roles

Legal Counsel

Intellectual Property Manager

Research Director

Chief Technology Officer

Innovation Manager

Patent Attorney

General Counsel

Contracts Manager

Business Development Manager

Technology Transfer Officer

HR Director

Company Secretary

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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