Confirmatory Assignment Agreement for the United States

Confirmatory Assignment Agreement Template for United States

A Confirmatory Assignment Agreement is a legal document used in the United States to formally confirm and memorialize a previous transfer of rights, typically intellectual property rights, that may have been made informally or where documentation was incomplete. This agreement serves as additional evidence of the transfer and helps ensure clear chain of title, particularly important for intellectual property registrations and enforcement. It operates under U.S. federal and state laws, including relevant intellectual property statutes.

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What is a Confirmatory Assignment Agreement?

A Confirmatory Assignment Agreement becomes necessary when there's a need to strengthen or clarify the documentation of a previous transfer of rights. This document is particularly common in intellectual property transactions where the original assignment may have been verbal, informal, or inadequately documented. Under U.S. law, this agreement serves as definitive evidence of the transfer, helping prevent future ownership disputes and facilitating intellectual property registrations. The agreement typically includes details of the original transfer, specific rights being confirmed, and representations about ownership and authority to assign.

What sections should be included in a Confirmatory Assignment Agreement?

1. Parties: Identification of assignor and assignee with full legal names and addresses

2. Background/Recitals: Context of the original assignment and reason for confirmatory assignment

3. Definitions: Key terms used throughout the agreement including 'Assigned Rights', 'Original Assignment', etc.

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

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

6. Further Assurances: Commitment to execute additional documents if needed

7. Governing Law: Jurisdiction and applicable law

8. Execution: Signature blocks and date

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

1. Consideration: Details of any payment or consideration for the confirmatory assignment, used when there is new consideration involved

2. Indemnification: Provisions for indemnifying the assignee, included when additional protection is needed

3. Confidentiality: Provisions regarding confidential information, included when sensitive information is involved

What schedules should be included in a Confirmatory Assignment Agreement?

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

2. Schedule B - Assigned Rights: Detailed description of the intellectual property or rights being assigned

3. Schedule C - Related Agreements: List of any related agreements or documents that may be relevant to 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

United States

Publisher

Genie AI

Cost

Free to use
Industries

Federal Patent Act: 35 U.S.C. - Federal legislation governing patent rights, assignments, and transfers. Critical for any patent-related assignments in the agreement.

Federal Copyright Act: 17 U.S.C. - Federal legislation governing copyright ownership, transfers, and assignments. Essential when the agreement involves copyrightable works.

Federal Trademark Act: 15 U.S.C. (Lanham Act) - Federal legislation governing trademark assignments and transfers. Relevant when the agreement includes trademark rights.

Defend Trade Secrets Act: Federal law providing uniform trade secret protection across states. Important when the assignment involves confidential information or trade secrets.

State Contract Law: State-specific contract formation and enforcement principles, including consideration requirements and breach remedies.

State Trade Secret Laws: State-specific protections for trade secrets that may complement or differ from federal law (e.g., California's Trade Secret Act).

State Recording Requirements: State-specific requirements for recording assignments and transfers of certain rights or property.

State Employment Laws: State-specific regulations governing employee inventions, work-for-hire agreements, and assignment of rights in employment context.

Statute of Frauds: Legal doctrine requiring certain contracts to be in writing and signed to be enforceable.

USPTO Requirements: Specific requirements from the US Patent and Trademark Office for recording patent and trademark assignments.

Copyright Office Requirements: Specific requirements from the US Copyright Office for recording copyright assignments and transfers.

Common Law Assignment Principles: Legal principles developed through case law regarding the assignment and transfer of rights, including prior rights and equitable considerations.

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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