The Intellectual Property Transfer Agreement is a crucial legal instrument used in Belgium when one party wishes to transfer ownership of intellectual property rights to another. This document is essential in various scenarios, including company acquisitions, technology transfers, research commercialization, and corporate restructuring. It must comply with Belgian law, including the Belgian Code of Economic Law and relevant EU regulations, while addressing specific requirements for different types of IP transfers. The agreement covers all aspects of the transfer, from detailed IP descriptions and warranties to registration requirements and payment terms. It's particularly important in ensuring clear title to IP assets and managing associated risks in Belgian jurisdiction, where both civil law traditions and EU regulations must be considered.
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1. Parties: Identification of the transferor and transferee, including full legal names, registration details, and addresses
2. Background: Context of the IP transfer, relationship between parties, and purpose of the agreement
3. Definitions: Detailed definitions of key terms used throughout the agreement, including specific IP-related terminology
4. Subject Matter of Transfer: Clear identification and description of the intellectual property rights being transferred
5. Scope of Transfer: Extent of rights being transferred, including territorial scope and field of use
6. Transfer Price and Payment Terms: Financial terms, including purchase price, payment schedule, and any adjustments
7. Warranties and Representations: Transferor's warranties regarding ownership, validity, and non-infringement of the IP
8. Delivery and Registration: Process for transferring IP ownership and recording changes with relevant authorities
9. Confidentiality: Obligations regarding confidential information disclosed during the transfer process
10. Tax Provisions: Allocation of tax obligations related to the transfer
11. Further Assurance: Obligations to execute additional documents and assist in transfer completion
12. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes
13. Entire Agreement: Integration clause confirming the agreement represents the complete understanding between parties
1. Moral Rights: For copyright transfers, specific provisions regarding moral rights under Belgian law
2. Employee Rights: Required when IP was created by employees and addressing any employee rights under Belgian law
3. Competition Law Compliance: Needed when transfer might have competition law implications
4. Know-How Transfer: Details of technical knowledge transfer when relevant to the IP
5. Training and Support: When ongoing technical support or training is part of the transfer
6. Future Improvements: Rights and obligations regarding future improvements to the transferred IP
7. Grant-Back License: When transferor requires continued use rights for certain purposes
8. Third Party Rights: Addressing existing licenses or rights granted to third parties
9. Data Protection: When IP transfer involves personal data or GDPR considerations
10. Earn-Out Provisions: When payment includes future performance-based components
1. Schedule 1 - IP Assets Register: Detailed list and description of all IP being transferred, including registration numbers
2. Schedule 2 - Existing Licenses: List of all existing licenses, rights, and encumbrances affecting the IP
3. Schedule 3 - Technical Specifications: Detailed technical descriptions of the IP, particularly for patents and know-how
4. Schedule 4 - Transfer Documents: Forms and documents required for recording the transfer with IP offices
5. Schedule 5 - Payment Schedule: Detailed payment terms and calculations if payment structure is complex
6. Appendix A - Due Diligence Results: Summary of IP due diligence findings and identified risks
7. Appendix B - Transition Plan: Timeline and process for implementing the IP transfer
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