Royalty Assignment Agreement for the United States

Royalty Assignment Agreement Template for United States

A Royalty Assignment Agreement is a legal document used in the United States to transfer rights to receive royalty payments from one party to another. This agreement formally documents the permanent transfer of royalty interests, including all associated rights and obligations. It addresses key aspects such as the scope of rights being transferred, consideration for the transfer, warranties about ownership, and any continuing obligations of the parties. The agreement is governed by U.S. federal and state laws, particularly those relating to intellectual property, contract law, and commercial transactions.

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What is a Royalty Assignment Agreement?

The Royalty Assignment Agreement is utilized when a party wishes to transfer their right to receive royalty payments to another entity, whether through sale, gift, or other arrangement. This document is crucial in the United States for establishing clear ownership and transfer of royalty rights, which can arise from various sources including intellectual property, natural resources, or other assets. The agreement typically includes detailed information about the underlying rights, payment terms, warranties, and representations. It's particularly important to ensure compliance with both federal and state laws governing assignments and intellectual property rights.

What sections should be included in a Royalty Assignment Agreement?

1. Parties: Identifies all parties to the agreement, including legal names and addresses

2. Background/Recitals: Explains the context and purpose of the agreement, including the nature of the royalties being assigned

3. Definitions: Defines key terms used throughout the agreement, including 'Royalties', 'Assigned Rights', 'Effective Date'

4. Assignment: Core provision detailing the transfer of royalty rights from assignor to assignee

5. Consideration: Specifies the payment or other consideration for the assignment

6. Representations and Warranties: Assurances regarding ownership, right to assign, and absence of encumbrances

7. Term and Termination: Duration of the agreement and circumstances for termination

8. Governing Law: Specifies applicable jurisdiction and legal framework

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

1. Further Assurance: Commitment to execute additional documents if needed for full effect of the assignment

2. Anti-Assignment: Restrictions on further assignment of rights by the assignee

3. Confidentiality: Provisions protecting sensitive information related to the royalty rights

4. Tax Provisions: Allocation of tax responsibilities between assignor and assignee

What schedules should be included in a Royalty Assignment Agreement?

1. Schedule of Royalty Rights: Detailed description of royalties being assigned including source, calculation method, and payment terms

2. Payment Schedule: Details of payment arrangements if consideration is to be paid in installments or subject to conditions

3. Underlying Agreements: Copies or summaries of agreements generating the royalty rights being assigned

4. Due Diligence Documents: Documentation proving ownership and chain of title for the royalty rights

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
Relevant legal definitions
Industries

Copyright Act: 17 U.S.C. ยงยง 101-1332 - Federal legislation governing copyright protection, duration, transfer, and enforcement of copyrighted works

Patent Act: 35 U.S.C. - Federal law governing patent rights, assignments, and licensing of patented innovations

Trademark Act (Lanham Act): 15 U.S.C. ยงยง 1051-1141n - Federal trademark law governing trademark rights, assignments, and licensing

State Contract Laws: State-specific legislation governing contract formation, enforcement, and interpretation

Uniform Commercial Code: Standardized set of business laws governing commercial transactions, including sale of goods and secured transactions

Internal Revenue Code: Federal tax regulations specifically relating to royalty income, payments, and reporting requirements

Securities Acts: Securities Act of 1933 and Securities Exchange Act of 1934 - Federal laws governing securities transactions and reporting requirements if royalties are tied to securities

State Blue Sky Laws: State-specific securities regulations that may apply to royalty arrangements involving investment contracts

Assignment Laws: State-specific laws governing the assignment of rights, including recording and notice requirements

Anti-Trust Laws: Sherman Act, Clayton Act, and FTC Act - Federal laws preventing anti-competitive practices in royalty arrangements

International IP Treaties: International agreements governing intellectual property rights and their enforcement across borders

Export Control Laws: Federal regulations governing international transfer of intellectual property rights and related royalties

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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