The Assignment Of Intellectual Property Rights Template is designed for use in the United Arab Emirates when one party needs to transfer ownership of intellectual property rights to another. This document is essential in various business contexts, including company acquisitions, employee inventions, contractor deliverables, or technology transfers. It ensures compliance with UAE intellectual property laws, including Federal Law No. 11 of 2021 and related regulations. The template covers all major types of intellectual property and includes necessary provisions for valid transfer under UAE law, such as consideration requirements, registration procedures, and warranty provisions. It's particularly relevant in the UAE's growing innovation and technology sectors, where intellectual property transfers are increasingly common in business transactions.
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1. Parties: Identification of the Assignor and Assignee with full legal names and addresses as required under UAE law
2. Background: Context of the assignment, relationship between parties, and brief description of the intellectual property rights being transferred
3. Definitions: Detailed definitions of key terms including 'Intellectual Property Rights', 'Effective Date', 'Assignment', and other relevant terms
4. Assignment: Core provision transferring all rights, title, and interest in the specified IP from Assignor to Assignee
5. Consideration: Details of payment or other consideration for the assignment, as required for validity under UAE Civil Code
6. Warranties and Representations: Assignor's warranties regarding ownership, right to assign, non-infringement, and absence of encumbrances
7. Further Assurances: Obligation to execute additional documents and assist with IP registration transfer procedures
8. Waiver of Rights: Express waiver of any moral rights or other non-transferable rights to the extent permitted by UAE law
9. Governing Law and Jurisdiction: Specification of UAE law as governing law and designation of competent UAE courts
10. Execution: Formal execution block meeting UAE requirements, including date and signature requirements
1. Confidentiality: Required when assignment involves trade secrets or confidential information
2. Tax Provisions: Include when assignment has significant tax implications or cross-border elements
3. Registration and Recordal: Include for registered IP rights requiring formal transfer at government offices
4. Prior Rights: Include when Assignor retains certain limited rights or licenses
5. Indemnification: Include for high-value transactions or where specific risks need to be addressed
6. Survival: Include when certain provisions need to survive the assignment's completion
7. Power of Attorney: Include when Assignee needs authority to handle registration/transfer procedures
8. Non-Competition: Include when assignment is part of a larger business transaction requiring competitive restrictions
1. Schedule 1 - Description of Intellectual Property: Detailed description of all IP being assigned, including registration numbers where applicable
2. Schedule 2 - Existing Licenses or Encumbrances: List of any existing licenses, permissions, or encumbrances affecting the IP
3. Schedule 3 - Registration Details: Details of IP registrations and applications, including status and renewal dates
4. Appendix A - Form of Recordal Applications: Ƶ for applications to record the assignment at relevant UAE IP offices
5. Appendix B - Required Local Forms: Any specific forms required by UAE authorities for IP transfer
6. Appendix C - Prior Art Documentation: For patent assignments, documentation of related prior art or technical information
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