Confirmatory Assignment Agreement Template for Philippines

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Key Requirements PROMPT example:

Confirmatory Assignment Agreement

"I need a Confirmatory Assignment Agreement to formalize a previous verbal agreement for the transfer of software patent rights from my tech startup to a multinational corporation, with the original transfer having occurred in January 2025 and requiring Philippine IP Office registration."

Document background
The Confirmatory Assignment Agreement is a crucial legal instrument in Philippine business practice, typically used when parties need to formally document or reinforce a previous transfer of rights or property. This document becomes particularly important in situations where the original assignment may have been informal, inadequately documented, or requires additional clarity for regulatory or commercial purposes. Under Philippine law, this agreement helps establish a clear chain of title, which is essential for intellectual property rights, asset transfers, and corporate transactions. The document typically includes references to the original transfer, specific details of the rights or property involved, and necessary elements to ensure enforceability under Philippine law. It's commonly used in corporate restructuring, intellectual property transactions, and situations where enhanced documentation is required for regulatory compliance or due diligence purposes.
Suggested Sections

1. Parties: Identification of the Assignor and Assignee, including their full legal names, addresses, and any relevant corporate details

2. Background: Recitals explaining the context of the original assignment and the need for confirmation, including details of the original transfer

3. Definitions: Key terms used in the agreement, including references to the original assignment, assigned rights, and effective dates

4. Confirmation of Assignment: Express confirmation of the previous assignment and its terms, specifically detailing what was assigned

5. Representations and Warranties: Assignor's confirmation of ownership, right to assign, and absence of encumbrances

6. Consideration: Acknowledgment of consideration paid in the original assignment or any additional consideration

7. Further Assurance: Commitment to execute additional documents or take further actions if needed

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

9. Execution: Signature blocks and execution formalities compliant with Philippine law

Optional Sections

1. Tax Provisions: Include when there are specific tax implications or arrangements that need to be addressed

2. Registration: Include when the rights require registration with government authorities (e.g., IP Office)

3. Confidentiality: Include when the assigned rights involve confidential information or trade secrets

4. Third Party Consents: Include when third party approvals were required for the original assignment

5. Indemnification: Include when specific indemnities are needed beyond standard representations

6. Previous Agreements: Include when multiple previous documents need to be referenced or consolidated

7. Assignment Restrictions: Include when there are limitations on further assignment of the rights

Suggested Schedules

1. Schedule 1 - Original Assignment Agreement: Copy or details of the original assignment being confirmed

2. Schedule 2 - Assigned Rights: Detailed description of the rights, property, or IP being confirmed as assigned

3. Schedule 3 - Corporate Authorizations: Copies of relevant corporate approvals or resolutions

4. Schedule 4 - Registration Details: Details of any registrations or filings related to the assigned rights

5. Schedule 5 - Payment Records: Documentation of consideration paid, if relevant

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

Manufacturing

Pharmaceuticals

Media and Entertainment

Research and Development

Software Development

Biotechnology

Consumer Goods

Professional Services

Education

Healthcare

Real Estate

Energy

Telecommunications

Relevant Teams

Legal

Intellectual Property

Corporate Secretariat

Business Development

Executive Leadership

Research and Development

Innovation

Compliance

Corporate Affairs

Asset Management

Technology Transfer

Relevant Roles

Legal Counsel

Intellectual Property Manager

Corporate Secretary

Business Development Manager

Chief Executive Officer

Chief Technology Officer

Research Director

Innovation Manager

Contract Administrator

Compliance Officer

General Counsel

Patent Attorney

Technology Transfer Officer

Asset Manager

Corporate Lawyer

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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