Intellectual Property Assignment (intra-group)
The Intellectual Property Assignment is a Swiss-law governed standard agreement for the sale of registered and unregistered intellectual property including patents, trade marks, domain names, copyright and other intellectual property rights.
This template is designed for use solely in an intra-group context, including in the case of value chain reorganizations or other re-alignment of functions relating to the development, maintenance and enhancement of intellectual property. It allows for the purchase price to be paid in cash or dealt with by way of an inter-company loan (separate Loan Agreement template available).
This template can be used to transfer:
- Trade marks
- Copyright; and
- Other intellectual property rights (to be defined by the user, e.g. registered design rights).
In addition, it contains optional provisions relating to the sharing of Know-how and the provision of related personnel assistance to enable the assignee to make full use of the assigned rights.
Terms which are configurable to the user’s needs include:
- Purpose and background;
- Effective date;
- Details of the intellectual property to be assigned;
- Purchase price, payment terms and adjustment mechanisms;
- Provisions relating to the transfer of related Know-how;
- Payment of filing and registration fees for the transfer of registered rights;
- Warranties as to non-infringement;
- Provisions relating to notices; and
- Jurisdiction and arbitration.
This template includes standard warranties relating to the assignor’s ownership of the intellectual property and its compliance with the law, as well as the parties’ authority to enter into and perform the agreement. A warranty as to non-infringement may optionally be included. Save in respect of breach of warranty, the assignor’s liability is excluded.
Circumstances of Use
This document is intended to document the transfer of intellectual property rights from one group company to another, on the basis of either fair market value or book value.
The Intellectual Property Assignment (intra-group) may be used for cross-border transactions where the parties have agreed to use Swiss law.
The purchase of this Product is subject to PartnerVine Terms.
You (the registered user through whose account the purchase is made) may:
- Access the document-generation interview for 90 days from date of purchase;
- Export and download an unlimited number of copies of the document(s) in Word or pdf format;
- Share and use the document copies in connection with the circumstances described in this Author’s Note and only for the ordinary business purposes of the group of companies to which you belong.
Exclusions and Limitations
Where the parties have agreed that payment of the purchase price will be left outstanding as an inter-company loan, the Intellectual Property Assignment (intra-group) may be used in conjunction with the Simple Loan Agreement.
It is typical for intellectual property to be transferred intra-group at fair market value, although the template optionally includes the ability to transfer at book value.
Advice from group tax and accounting functions should be obtained prior to executing this agreement.