IP Transfer Agreement Template for Philippines

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Key Requirements PROMPT example:

IP Transfer Agreement

"I need an IP Transfer Agreement for transferring a portfolio of software patents and related technical documentation from our Philippine tech company to a multinational corporation, with the transfer to be completed by March 2025 and including post-transfer technical support provisions."

Document background
The IP Transfer Agreement is a crucial legal instrument used when one party wishes to transfer ownership of intellectual property rights to another party in the Philippines. This document is essential for transactions involving the sale, acquisition, or restructuring of intellectual property assets, ensuring compliance with the Philippine Intellectual Property Code and related regulations. The agreement becomes necessary in various scenarios, such as company acquisitions, technology transfers, research commercialization, or strategic business partnerships. It must address specific requirements under Philippine law, including proper identification of IP assets, clear transfer terms, and necessary registrations with IPOPHL. The document typically includes comprehensive details about the intellectual property being transferred, warranties of ownership and validity, consideration for the transfer, and post-transfer obligations of both parties.
Suggested Sections

1. Parties: Identification of the transferor and transferee, including their complete legal names, addresses, and registration details

2. Background: Context of the IP transfer, relationship between parties, and brief description of the intellectual property being transferred

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

4. Subject Matter of Transfer: Precise description of the intellectual property being transferred, including registration numbers and jurisdictional coverage

5. Transfer and Assignment: Express provisions regarding the transfer of rights, including the scope and nature of the transfer

6. Consideration: Details of the payment or other consideration for the IP transfer

7. Effective Date and Completion: Timing of the transfer and any conditions precedent

8. Representations and Warranties: Warranties regarding ownership, validity, and non-infringement of the IP

9. Further Assurance: Obligations to execute additional documents and assist with IP registration transfer

10. Confidentiality: Provisions regarding the confidential treatment of information disclosed during the transfer process

11. Tax and Expenses: Allocation of tax liabilities and transfer-related expenses

12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including notices, entire agreement, and severability

Optional Sections

1. Transition Services: Used when the transferor needs to provide support services post-transfer to ensure effective use of the IP

2. Third Party Consents: Required when the IP transfer needs approval from other parties or regulatory bodies

3. Employee and Contractor Obligations: Needed when the IP involves rights of employees or contractors who need to assign their rights

4. Competition Compliance: Required when the transfer might have competition law implications

5. Technology Transfer Provisions: Necessary when the IP transfer involves significant technology transfer requiring compliance with RA 10055

6. Maintenance and Prosecution: Used when there are pending applications or ongoing maintenance requirements for the IP

7. Grant-Back Rights: Optional provisions for the transferor to retain certain rights or licenses to the IP

8. Foreign Registration: Required when the IP is registered in multiple jurisdictions

Suggested Schedules

1. Schedule 1 - IP Assets: Detailed list and description of all IP being transferred, including registration numbers and status

2. Schedule 2 - Excluded Rights: List of any IP rights specifically excluded from the transfer

3. Schedule 3 - Existing Licenses: Details of any existing licenses, permissions or encumbrances affecting the IP

4. Schedule 4 - Transfer Documents: Forms and documents required for recording the transfer with relevant IP offices

5. Schedule 5 - Payment Terms: Detailed payment schedule and mechanisms if payment is in installments

6. Appendix A - Due Diligence Results: Summary of IP due diligence findings and identified risks

7. Appendix B - Technical Documentation: List of all technical documents, source code, or other materials being transferred

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
Clauses
Relevant Industries

Technology

Pharmaceuticals

Manufacturing

Research and Development

Software Development

Biotechnology

Entertainment and Media

Consumer Goods

Education and Academia

Healthcare

Telecommunications

Engineering Services

Creative Industries

Financial Services

Relevant Teams

Legal

Intellectual Property

Research and Development

Innovation

Corporate Development

Compliance

Finance

Business Development

Technology Transfer Office

Patents and Trademarks

Corporate Strategy

Risk Management

Relevant Roles

Chief Legal Officer

Intellectual Property Counsel

Legal Director

Technology Transfer Officer

Research and Development Director

Chief Technology Officer

Innovation Manager

Patent Attorney

Corporate Counsel

Licensing Manager

Business Development Executive

Chief Executive Officer

Chief Financial Officer

Compliance Officer

Contract 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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