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India Assignment Agreement

This document is accurate and up to date! It was last reviewed by a lawyer in September 2024 .

This agreement is used when one party (the assignor) agrees to assign a contract, or the rights in a contract, or another income/object to a second party (the assignee). In exchange for the assignment, the assignee may give the assignor money or personal property, or forgive a debt or obligation.

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This form also known as: contract assignment agreement, transfer contract rights form, assignment of cntractural rights

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Assignment Agreements and Indian IP laws

Assignment can be defined as transferring the title and rights associated with a particular property from one person to another. The individual who transfers the title is called the transferor/assignor, and the person who receives the title is called the transferee/assignee. The result of an assignment is the transfer of all interest present in a particular property to the transferee.

Assignment in the context of intellectual property is the transfer of all the intellectual property rights held by a registered user (or creator, only in cases of copyrightable works) to another party. Assignment agreements are usually in writing and are duly signed by the assignee and the assignor.

The Indian Contracts Act of 1872 provides the general essentials that make a contract valid. These apply to assignment agreements as well. These essentials include the competency of parties to enter into a contract, legal consideration, promise and acceptance, and a lawful object. In addition to those mandates, assignment agreements about Intellectual Property have several other requirements to be fulfilled. Those requirements vary according to the type of intellectual property , i.e., artistic work, trademark, invention, design, etc.

Assignment of Copyrights

The bundle of economic and moral rights is called copyright . Economic rights consist of the right to distribute, reproduce, transform, translate, perform, private copying, etc. These rights can either be wholly or partially assigned according to the parties will. Section 18 and 19 of the Copyrights Act, 1957 refers to the assignment. The work that is to be assigned has to be in existence. The authors of musical/literary work cannot assign their right to receive a royalty to any other party except their legal heirs. The Copyrights Act 1957 mandates the assignment to be made through a written and signed document.

These agreements should consist of the work and the rights assigned, the duration and territorial extent of assignment, the amount of royalty payable to the party or their legal heir, and revision/extension/termination on mutually agreed upon terms. In the absence of details present in the agreement, the default term of the contract will be five years, and the default territorial extent will be limited to India.

The assignment must be recorded in the register in case of registered work.

Assignment of Trademark

Assignment of the trademark could concern certain goods/services or fully, with/without goodwill or any combination thereof. Assignment of trademarks is specified in Section 37-43 of the Trademarks Act, 1999. The agreement has to be in written form and duly signed by the parties involved, and the agreement should specify whether the goodwill is to be transferred along with the trademark.

An application to register the change in ownership of the title of trademark has to be made through From TM-P along with a duly certified copy of the original document and the instrument or deed used for the transfer of rights.

Assignment of Geographical Indications

Geographical indications (GI) are different from trademarks; they belong to a particular association or group of people who produce certain goods in a specific geographical area with special characteristics or quality. The usage of such a mark indicates the presence of such quality or characteristic that is a specialty to that territory. As GIs are public property, they cannot be subject to assignment, transmission, licensing, pledging, mortgaging, or any such types of agreements as mentioned in Section 24 of the Geographical Indications of Goods Act, 1999. The GI could be subject to succession, but it is possible only when the production of such a product remains within the territory mentioned.

Assignment of Patent rights

Assignment of patents has to be done through a written instrument. Section 68-70 of the Patents Act 1970 covers the assignment of patents. This instrument should specify all the terms and conditions governing the rights transferred and obligations imposed. Assignment of patents can be informed of legal assignment, equitable assignment, or mortgages. This ownership transfer must be registered in the register through a Form 16 application made to the Controller, along with two copies of the deed agreement document duly certified.

Assignment of Designs

The assignment of designs is regulated by the Manual of Designs Practice and Procedure. Sec 30 of the Designs Act, 2000 provides the information related to the assignment of Designs and the procedure of doing the same. This agreement must be in writing and contain all details regarding the transferred rights and the obligation imposed. This assignment has to be duly signed by both parties involved. It has to be registered on the application filing through Form 10 within six months from the date of execution of the assignment/instrument. Further extension of 6 months is also available. It has to accompany copies of the original transfer deed/instrument or copies duly certified.

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Importance of Assignment Agreements under Intellectual Property Laws in India

This article was published in Journal of Intellectual Property Rights on November 2009

Sindhura Chakravarty [**] Hidayatullah National Law University, HNLU Bhawan, Civil Lines, Raipur, Chhattisgarh 492 001

Received 20 August 2009, revised 29 October 2009

A well-established statutory, administrative and judicial framework exists in India to safeguard intellectual property, relating to patents, trademarks, copyright or industrial designs. [1] An important aspect of these laws deals with assignment agreements. An assignment agreement is an intellectual property (IP) transaction that deals with the ownership and disposition of intellectual property rights as well as with the control over the use of or access to intellectual property. This paper attempts to briefly explain assignment agreements in general terms as well as the essential requirements for assignment agreements under the Indian Contract Act, 1872, and the Indian Stamp Act, 1899. It discusses in detail the sections pertaining to assignment agreements in the legislations on Intellectual Property Law in India. It also provides information regarding the forms through which assignment of the intellectual property can be registered. The Madrid protocol and the rules regarding assignment of trademarks in the international forum have also been discussed.

Assignment Agreement, Contract Act, copyrights, patents, trademark, geographical indications, designs, semiconductor integrated circuit layout design, plant varieties, biological resources, Stamp Act, recordal procedure.

Assignment Agreements

Assignment agreements pertain to the transfer of intellectual property rights from the owner of the rights to another person or organization. An Intellectual Property Agreement (IP Agreement) or an Intellectual Property Assignment Agreement is a written and enforceable contract that consummates and formalizes an agreement between two companies for the purchase and sale of intellectual property rights. The intellectual property being purchased can consist of copyrights, trademarks and/or patents. [2] Assignment agreements differ from license agreements on the grounds that an assignment agreement actually transfers the ownership of that intellectual property from the assignor to the assignee whereas a license agreement only permits the licensee to use the intellectual property for a given period of time.

An assignment agreement cannot be compared to a negotiable instrument because in case of negotiation, the transferee can get better title than transferor, which can never happen in assignment/transfer.

For example, if A assigns to B, the assignment is stolen by C and assigned to D who takes it in good faith and for value without any notice of the defect in C’s title, D will have no rights against A. However if A draws a cheque (negotiable instrument) in favour of B, the cheque is stolen by C and negotiated to D, who takes it in good faith and for value without any notice of the defect in C’s title then D will be entitled to value of cheque. [3]

Intellectual property created by students in a University Research and Development (R&D) programme can be assigned by the student in the absence of an agreement as the student is the owner of the intellectual property created. Most universities, however, have policies requiring students to sign pre-invention agreements regarding the same.

An assignment agreement may involve a complete and exclusive sale of the rights, thus giving the assignee complete ownership to exploit the intellectual property rights in whatever way, shape, or form it likes, and this is, however, subject to any limitations listed in the agreement. Partial assignments are also possible as specified in Section 18 of the Indian Copyright Act. Usually the assignee will pay the assignor cash or stock consideration in exchange for these rights. [4]

Essential Requirements of an Assignment Agreement

Requirements under the indian contract act, 1872.

As per Section 2(h) of the Indian Contract Act, 1872, any agreement that is legally enforceable by law can be called a contract. An assignment agreement to be valid must satisfy the requirements of the Indian Contract Act, 1872. Therefore, it has to be made by the free consent of parties competent to contract, for a lawful consideration and with a lawful object and also has to be made in such a manner that it is not declared void under Section 10 of the Indian Contract Act, 1872. For instance in the case of Alexander v Rayson, [5] P let a flat to R of $1200 a year. To reduce the municipal tax he entered into two agreements with R. One, by which the rent was stated to be $450 only and the other by which R agreed to pay $750 for services in connection with the flat. In a suit filed against R to recover $750, it was held that the agreement was made to defraud the municipal authority and was void and A cannot recover the money.

In contract law, the term ‘assignment’ means a transfer or making over to another of the whole of any property, real or personal, in possession or in action, or if in estate or in right therein. [6] To simplify, it refers to an agreement by means of which the rights or obligations of one party can be transferred to another party. Though not specifically mentioned in the Indian Contract Act, 1872, assignments have been inherited from English Contract Law. [7] Assignment agreements in the context of intellectual property law refers to the transfer of a specific kind of rightsintellectual property rights, which are personal, movable property. This is considered a lawful object.

To be a valid and legally enforceable contract it must be ensured that the consideration provided is also lawful and the contract itself is lawful. An agreement stating that a person would work for another person for two years in return for Rs 100 and in case of default would have to pay an exorbitant interest and principal at once was held to be indistinguishable from bonded labour and was thus held void. [8] Assignment can only be made from free consent of both parties. The parties to the agreement must also be competent to contract- thus neither can be a minor or of unsound mind according to Section 11 and 12 of the Indian Contract Act, respectively. It is interesting to note at this point that as per English law, a minor can dispose of a copyright in the same way as an adult subject to the rules of infant contracts. [9]

The Indian Contract Act, 1872 does contain certain provisions which indirectly refer to assignment yet it does not specify what assignments are or are not good in law. [10] The courts have however made certain guidelines regarding the same. For instance, it has been determined by the Madras High Court that an agreement regarding the publishing of a book between an author and a publisher is personal to the individuals entering it and the benefit received from this cannot be assigned. [11] It has also been determined by the High Court of Lahore that a copyright cannot be assigned for a non-existing work. [12]

Both Section 37 and Section 40 of the Indian Contract Act, 1872 allude to the enforceability of assignments by laying down that subject to certain exceptions, a contract in the absence of a contrary intention, express or implied, will be enforceable by and against the parties and their legal heirs and legal representatives including assignees and transferees. [13] Section 40 of the Indian Contract Act, 1872 specifies that a contract which the promisor is required to perform personally is not capable of assignment. [14]

Assignment agreements are thus a form of contract and must therefore satisfy the requirements that are mentioned under the Contract Act. It is only then that the assignment agreement can be enforced by filing a suit for damages under Section 73 of the Indian Contract Act, 1872.

Requirements under the Indian Stamp Act, 1899

The Stamp Act is a fiscal measure enacted to secure revenue for the state on certain classes of instruments. [15] As per Section 2(14) of the Indian Stamp Act, 1899, an instrument includes every document by which any right or liability is, or purports to be, created, transferred, limited, extended extinguished or recorded. An assignment agreement involves the transfer of intellectual property rights and hence it would fall under the purview of the definition of the term ‘instrument’ as per the Act. As per the schedule, depending on whether the assignment pertains to ‘conveyance’, ‘transfer’ or ‘transfer of lease’ different stamp duty is to be charged. As per Section 23 on ‘conveyance’ in the Indian Stamp Act, 1899, an assignment of a Copyright is exempted from Stamp Duty. Therefore, in a Deed of Assignment, assigning copyright along with some other property, say trademarks, it is advisable to state as to what part of consideration is towards the assignment of copyright, thereby exemption from stamp duty can be sought on that portion of the assignment. In Bihar, however, the above-mentioned exemption of copyright assignments has been deleted by the Amendment made by the State Act with effect from 31st March 1958 as a result of the examination of exemptions suggested by the Taxation Enquiry Committee. [16] In Uttar Pradesh, the exemption is restricted to assignment of copyright in musical works. [17]

In a recent case regarding trademarks, [18] it was determined that Section 35 of the Indian Stamp Act, 1899 prohibited the courts from admitting into evidence documents not duly stamped merely to ensure Stamp duty collection and could not be used as a means of denying a person rightful ownership. Thus, it can be seen that though Stamp duty is applicable on assignment of intellectual property (except Copyright) in most States of India, the non-payment of this cannot invalidate the assignment.

Assignment of Intellectual Property

Assignment of copyrights.

Copyright is often referred to as the ‘Cinderella of Intellectual Property Law’. [19] This is because it was once over-shadowed by the twin sisters- Franchise Law and Patent Law but it now plays a very important role in the IP regime. It provides protection to authors, composers and other artists against unauthorized reproduction of their work. [20] The exact meaning of the term with respect to India is given in detail in Section 14 of the Copyright Act, 1957.

Copyrights are personal, moveable property and can be transferred though assignment agreements from one person to the other. In India, Sections 18, 19 and 19A of the Copyright Act, 1957 govern the assignment of copyrights. Section 18 of this Act gives every copyright holder the right to transfer his copyright to an assignee by means of an assignment agreement.

Section 19(1) of the Copyright Act, 1957 clearly states that no assignment of the copyright in any work shall be valid unless it is in writing signed by the assignor or by his duly authorized agent. Thus, no particular form of assignment is required under Section 19 of the Copyright Act, 1957 and it will suffice if the assignment can be culled out in writing from some document. [21] Oral assignment of copyright is neither permissible nor valid. [22] In a case, [23] the Supreme Court held that an existing and future right of a music composer and lyricist is capable of assignment, subject to the conditions that the assignment shall take effect only when the work comes into existence and the assignment is required to be in writing, signed by the assignor or his duly authorized agent. A deed of assignment of copyright is not compulsorily registrable. [24]

Section 19A of the Copyright Act, 1957 makes provisions in the case of disputes arising with respect to a transaction. It states that any such complaint will be dealt with by the Copyright Board. The Board cannot pass any order to revoke the assignment unless it is satisfied that the author is the assignor and that the terms of assignment are harsh to the assignor. In any event, no order of revocation of assignment can be made within a period of five years from the date of assignment. [25]

The term copyright encompasses a bundle of rights, one of which is a ‘moral right’. This constitutes certain specific rights that the author of an original literary, dramatic, musical or artistic work and the director of a film enjoy in their creation. It can only be exercised by the creator himself and these rights are not assignable as per English law. [20] The Law of the United States of America does not protect these rights conclusively. [26] Moral Rights of an author has been acknowledged under Section 57 of the Copyright Act, 1957. This states that even after the assignment of the copyright, the author of a work shall have the right to claim authorship of the work; and to restrain or claim damages in respect of any distortion or other act in relation to the said work which is done before the expiration of the term of copyright which brings the author into disrepute. [27]

The primary function of copyright law is to protect the fruits of a man’s work, labour, skill or test from annexation by other people. [28] This requires for the copyright owner to possess several rights including the right to transfer the intellectual property, if he chooses to do the same. Assignment agreements are integral to copyright law as it helps the copyright owner to implement this right. [29]

Assignment of Patents

A patent is a monopoly right granted to a person who has invented a new and useful article or an improvement of an existing article or a new process of making an article. During the term of the patent, the patentee can prevent any other person from using the patented invention. [30] Patent law recognises the exclusive rights of the patentee to gain commercial advantage out of his invention. [31] In India, patent law is covered by the Patents Act, 1970 which has been extensively amended vide the Patents (Amendment) Act, 1999, Patents (Amendment) Act, 2002 and Patents (Amendment) Act, 2005.

Patent law gives every inventor a reason to exercise his creative faculties by protecting his efforts and ingenuity from imitation. It has been held by the Supreme Court of India that the object of patent law is to encourage scientific research, new technology and industrial progress. Grant of exclusive privilege to own, use or sell the method or the product patented for a limited period, stimulates new inventions of commercial utility. [32]

In patent law, assignment refers to the act of the patentee by which the patent rights are wholly or partially transferred to the assignee who acquires the right to prevent others from making, using or exercising or vending the invention. The assignment can either be exclusive or non exclusive. The exclusivity can be further limited, for example exclusivity to a territory or market or line of products. There are three main types of assignments in patents, each of which have been discussed briefly as follows:

Legal Assignments

An assignment of an existing deed is a legal assignment. A patent which is created by deed can only be assigned by a deed. [33] A legal assignee entitled to be registered as the proprietor of the patent and acquires all the rights thereof.

Equitable Assignments

A document agreeing to transfer a patent or a share of a patent with immediate effect is an equitable assignment. This affects proprietorship, but does not directly change it. The man to whom it is equitably assigned gets the right in equity to have the ownership of the patent altered in law.

A mortgage is a document through which patent rights are transferred to the assignee in return for a sum of money. Once the assignor repays the sum, the patent rights are restored to him. [30] The term assignee as per Section 2(1) of the Patents Act, 1970 includes in its meaning the legal representative of a deceased assignee. Section 70 of the Patents Act, 1970 confers inter alia the right on a grantee to or proprietor of the patent to fully or partially assign his patent to another or others. As per the Patents (Amendment) Act, 2005 which replaces Section 68 of the Patents Act, 1970 an assignment of a patent shall not be valid unless the same were in writing and the agreement between the parties concerned is reduced to the form of a document embodying all the terms and conditions governing their rights and obligations and duly executed.

Section 69 of the Patents Act, 1970 describes the registration of those assignments. It is necessary for the agreement between the parties concerned to be reduced to the form of a document embodying all the terms and conditions governing their rights and obligations and the application for registration of such document ought to be filed in the prescribed manner with the Controller. The time-limit under the earlier law requiring ‘the application for registration of such document filed in the prescribed manner with the Controller within six months from the date of execution of the document’ has been omitted by the Patents (Amendment) Act 2005. Section 68 does not stipulate any time-limit for registration. [34]

As per the Law of the United States, the applicant for a patent must always be an individual. A corporation or a partnership, or other legal entity cannot properly be an inventor in an American Patent. [35] The government can own an invention, however. [36] This was reiterated in the case of Wright v US. [37] A corporation may be made an assignee to a patent through an assignment agreement.

Patents are a very important branch of intellectual property, as life saving drugs and other essentials come within its sphere. Thus assignment agreements of such rights must be couched in clear and concise terms to ensure that no controversy arises as to its interpretation.

Assignment of Trademark

Consumers all over the world seek quality. Brand consciousness is a very common method of achieving this end. Trademarks are the means by which consumers distinguish between brands. A trademark is any word, name, symbol, device or any combination thereof used by a manufacturer or retailer of a product, in connection with that product, to help consumers identify that product and to distinguish it from the products of competitors. [38] For example, the LEVI v-shaped stitching on the back pocket Levi’s blue jeans can be called a trademark. [39] The main purpose behind protecting trademarks is because it is of use both to the manufacturer and the consumer. For the merchant, the trademark serves as an advertising tool, facilitating repeated sales and successful marketing of new products. [40] Trademarks foster competition and the maintenance of quality by securing to the producer the benefits of a good reputation. [41]

In India, trademarks are protected by the Trademarks Act, 1999. Assignment is an important aspect of the Act. As per the Section 2(1)(b) of the Trademarks Act, 1999, assignment has been described as an assignment in writing by act of the parties concerned. Thus, this clarifies that for the assignment of trademarks it is necessary for the agreement to be in writing and to be an act of the assignor and the assignee of their own volition and not a third party. In Section 2(1)(zc) of the above-mentioned Act, assignment has been differentiated from other forms of transmission. Section 6 of the Trademarks Act, 1999 allows for the notification of assignment of trademarks which have been registered. Section 31 of the same Act states that registration of trademark and notification of assignments will act as prima facie evidence of the existence of a trademark.

Chapter V of the Trademarks Act, 1999 deals in depth with the transfer of trademark by means of assignment and transmission. Section 37 of the Act clearly states that only the registered proprietor has the right to assign a trademark. He is also subject to the rights conferred to him by registration. Section 38 of the Trademarks Act, 1999 provides the assignment of a registered trademark. Trademarks in India can be assigned with or without goodwill. In a marked change from the previously valid Trade and Merchandise Mark Act, 1958, Section 39 of the Trademarks Act, 1999 provides the assignment of an unregistered trademark. These Sections are subject to Section 40 and Section 41 of the Trademarks Act, 1999.

Section 40 of the Trademarks Act, 1999, prevents the occurrence of a situation wherein exclusive right of a trademark resides in more than one person. This is because if assignments and transmission lead to the creation of multiple exclusive rights in more than one person this may lead to deception and confusion. [42] The proprietor of a registered trademark who proposes to assign it may submit to the Registrar in the prescribed manner a statement of case setting out the circumstances and the Registrar may issue to him a certificate stating whether, having regard to the similarity of the goods or services and of the trademarks referred to in the case, the proposed assignment would or would not be invalid under Section 40(1). The certificate is subject to appeal. It will also be conclusive as to the validity or invalidity under Section 40(1), of the assignment in so far as such validity or invalidity depends upon the facts set out in the case. A certificate in favour of complete validity of assignment/transmission can be given only if application for the registration is made under Section 45 of the Trademarks Act, 1999 of the title of the person becoming entitled is made within six months from the date on which the certificate is issued as per Section 40(1).

Section 41 of the Trademarks Act, 1999 prohibits the assignment of a trademark whether it be registered or unregistered which may result in different people using trademark in different parts of the country. If an assignor retains exclusive right over trademark even after the assignment agreement, then the assignment will be void as per Common Law. [43]

Chapter V of the Trademarks Act, 1999 refers to the concept of ‘goodwill’ as previously mentioned, in Section 38, however the Act does not define the term. In Churton v Dogules, [44] it was determined that goodwill must mean every advantage that has been acquired by an old firm by carrying on its business, everything connected to the premises and the name of the firm, and everything connected or carrying with it the benefit of the business. There was a time when the law in UK considered goodwill to be inseparable from trademark. [45] This was subsequently changed. [46]

Section 42 of the Indian Trademarks Act, 1999 further provides for means by which a sale of trademark not in connection with goodwill must occur. It has to be registered before the expiration of six months from the date on which the assignment is made or within such extended period, if any, not exceeding three months in the aggregate, as the Registrar may allow. Thus the assignee applies to the Registrar for directions with respect to the advertisement of the assignment, and advertises it in such form and manner and within such period as the Registrar may direct.

Section 43 of the Trademarks Act, 1999 deals with certification trademarks, it states that the assignment of certified trademarks would not be possible without the consent of the registrar which was to be applied for in writing. Section 44 of the Trademarks Act, 1999 states that associated trademarks must be assigned or transmitted together and not separately. This provision is intended to ensure that the marks associated under Section 16 of the Trademarks Act, 1999 are not assigned separately to different persons entailing confusion and deception as a result of simultaneous use of same or similar mark by a different person in respect of the same goods or description of goods or same services or description of services. [47] Section 45 of the Trademarks Act, 1999 discusses the registration of assignments or transmissions in detail. Thus the significance of assignment agreements in Trademark law is amply clear from its exhaustive treatment in the Trademarks Act, 1999.

Assignment of Geographical Indications

Geographical indications have been defined under Section 2(e) of the Geographical Indications of Goods (Registration and Protection) Act, 1999. It basically pertains to an indication that is used to identify agricultural, natural or manufactured goods originating from a specific geographical territory having a special quality or reputation.

Section 24 of the Geographical Indication of Goods Act, 1999 clearly indicates that assignment, transmission, licensing, pledge, mortgage or any such agreement is prohibited by law. Hence there is no way in which the right over a geographical indication can be passed to another person except on the death of the authorized user. In case of which the geographical indication shall devolve to his successor. This is mainly because a geographical indication is a public property belonging to the producers of the concerned goods which cannot be used to describe another good as it is indicative of the reputation and quality of another product. [48]

Assignment of Designs

When we admire the sleekness of the cellular phone model or the cut of a formal shirt or even the shape of a new car, we are actually referring to its aesthetics or design. The object of the Designs Act, 2000 is to protect new or original designs so created to be applied or applicable to particular article to be manufactured by industrial process or means. It provides the creator of a design with the security that his aesthetic look will not be applied by others to their goods. [49]

This effort can be protected from imitation by seeking protection under the Design Act, 2000. As per Section 2(d) of the Designs Act, 2000 ‘design’ means only the features of shape, configuration, pattern, ornament or composition of lines or colours applied to any article whether in two dimensional or three dimensional or in both forms, by any industrial process or means, whether manual, mechanical or chemical, separate or combined, which in the finished article appeal to and are judged solely by the eye; but does not include any mode or principle of construction or anything which is in substance a mere mechanical device. Section 11 of the of the Designs Act, 2000 clearly states that a copyright upon design can last for 10 years from date of registration and can be extended to a maximum of 15 years.

Section 30 of the Design Act, 2000 read with Rules 32, 33, 34 and 35 of the Design Rules, 2001, recognizes the contracts relating to assignment of designs and provides procedure for the recordal thereof. Section 30(1) of the Design Act, 2000 states that where a person becomes entitled by assignments, transmission or other operation of law to the copyright in a registered design he may make application in the prescribed form to the Controller [50] to register his title. Section 30(3) of the Design Act, 2000 makes it clear that for an assignment to be valid it must be in writing and the agreement between the parties concerned has to be reduced to the form of an instrument embodying all the terms and conditions governing their rights and obligation and the application for registration of title under such instrument is filed in the prescribed manner with the Controller within the stipulated time- that being within six months from the execution of the instrument. Section 30(4) of the Design Act, 2000 states that the absolute right to assign the design rights lie with the person registered as proprietor of the design.

The Copyright in the design is only protected if the same is statutorily recognized under the provisions of the Designs Act, 2000. Similarly, the rights acquired by third parties by way of assignments or licenses are only made effective if the same is duly registered in accordance with the provisions of the Act and the Rules framed there-under. There is no concept of common law license under design law. [51]

Assignment of the Semiconductor Integrated Circuits Layout Design

Semiconductor integrated circuit is an electronic circuit manufactured on the surface of semiconductor material. [52] Integrated circuits are used in almost all electronic equipment in use today and have revolutionized the world of electronics. The sheer number of electronic appliances we use on an everyday basis is a clear indication of how important semiconductor integrated circuits or chips are in the modern world.

The manner of arrangement or the lay-out of the chip is what enables it to perform a particular function. Thus there was a need to protect the investment of the chip-designer by way of a separate enactment. [53] This protection is to be provided by the means of the Semiconductor Integrated Circuits Layouts Design Act, 2000 in India. This was enacted in keeping with India’s obligation under the TRIPS Agreement. [54]

Assignment as per Section 2(b) of the Semiconductor Integrated Circuits Layout-Design Act, 2000 has been defined as ‘an assignment in writing by act of the parties concerned’. Registration of the design as well as all subsequent assignments will act as prima facie evidence of the validity thereof as per Section 19 of the Act.

Chapter V of the Semiconductor Integrated Circuits Layouts Design Act, 2000 deals with Assignments and Transmissions. Section 20 of the Semiconductor Integrated Circuits Layouts Design Act, 2000 allows the proprietor of a layout-design the power to assign the layout-design, and to give effectual receipts for any consideration received for such assignment. This is subject to the provisions of the abovementioned Act and to any right appearing from the register to be vested in any other person. Section 21 of the Semiconductor Integrated Circuits Layouts Design Act, 2000 makes a registered layout-design assignable and transmissible with or without the goodwill of the business concerned. As per Section 22 of the Semiconductor Integrated Circuits Layouts Design Act, 2000, when an integrated circuit layout is assigned without goodwill then the assignment shall not take effect unless the assignee, not later than the expiration of six months from the date on which the assignment is made or within such extended period, if any, not exceeding three months in the aggregate, as the Registrar may allow, apply to the Registrar for directions with respect to the advertisement of the assignment, and advertises it in such form and manner and within such period as the Registrar may direct. Section 23 of the Semiconductor Integrated Circuits Layouts Design Act, 2000, states that the assignee must register the title with the registrar. Section 24 of the Semiconductor Integrated Circuits Layouts Design Act, 2000 prevents the assignee from using the registration as proof of title if the matter is still before the registrar or an appeal from an order there-from is pending.

Assignment of Plant Varieties

A need was felt in the latter half of the 20th century to provide for the establishment of an effective system for the protection of plant varieties, farmer’s rights and plant breeders, in order to encourage the development of new varieties of plants. [53] The Protection of Plant Varieties and Farmer’s Rights Act, 2001 was enacted by India under the obligation created by the TRIPS Agreement it had ratified in 1994. [55] India through the Protection of Plant Varieties and Farmer’s Rights Act, 2001 implemented a sui generic [56] system of protection. [57] It is essentially [but loosely] modelled on the Union for the Protection of new Varieties of Plants, 1978. [53]

Assignment agreements are permissible under the Plant Varieties and Farmers Rights Act, 2001. A plant breeder may through an assignment agreement transfer his right of ownership upon the plant strain he created to another person in return for pecuniary gain. Section 16(1)(c) of the Plant Varieties and Farmers Rights Act, 2001 acknowledges the legal validity of assignment agreements by stating that any person being the assignee of the breeder of the variety in respect of the rights to make such application, can apply for registration under Section 14(a) of such genera and species as specified under Section 29(2) or an extant variety or a farmers’ variety.

The Plant Varieties and Farmers Rights Act, 2001 provides some safeguards to ascertain the legitimacy of the assignment in the form of Section 18(3). The Section states that in case an application for registration is made by virtue of an assignment of the right to apply for registration, there shall be furnished at the time of making application, or within such period after making the application as may be prescribed, a proof of the rights to make the application. Thus the validity of the transfer of the intellectual property is gauged at the time of registration itself.

Assignment of Biological Resources

The Biological Diversity Act, 2002 was created in a bid to conserve, use sustainably and equitably distribute benefits accruing from use of biological resources and the traditional and contemporary knowledge associated therewith. [58] It prevents anyone claiming an intellectual property right (IPR), such as a patent, over biodiversity or related knowledge, without permission of the Indian Government. It contains measures for sharing of benefits from the use of biodiversity, including transfer of technology, monetary returns; joint R&D and joint IPR ownership. [59]

Section 4 of the Biological Diversity Act, 2002 states that the previous approval of the National Biodiversity Authority is necessary to transfer the results of any research relating to any biological resources occurring in, or obtained from, India for monetary consideration or otherwise to any person who is not a citizen of India, or is a non-resident [60] or a body corporate or organization which is not registered or incorporated in India or which has any non-Indian participation in its share capital or management. Collaborative research efforts and papers for the dissemination of knowledge are made exceptions to this definition of transfer. [61]

There is no specific provision in the Biological Diversity Act, 2002, dealing with Assignment Agreement. Assignment is also a form of transfer which under specific circumstances is permitted. It can be inferred that assignment agreements are not per se prohibited by the Biological Diversity Act, 2002 provided the assignment does not contravene any other rules of the Act.

Recordal Procedure with respect to Transfer of Trademark under Madrid System

Recordal or recordation [62] refers to the process or action of recording of any transfer. [63] The term came to the fore in the international forum with respect to trademarks after the advent of the Madrid Agreement. The Madrid Agreement was signed in 1891, yet it was only after the creation of the Madrid Protocol in 2004 that the concept of international registration became plausible. The Madrid Agreement and the Madrid Protocol jointly form the Madrid System that provides a centrally administered system of obtaining a bundle of single jurisdiction trademark registrations based on an ‘international registration’, and therefore provides a mechanism for obtaining trademark protection in many countries around the world. [64]

The Madrid System amongst other innovations suggested that the recordal of assignment agreements in an international register. India is in process of making amendments to its trademark law regime to streamline its trademark law and to make it consistent with evolving international trademark law regime and is also contemplating accession to the Madrid System.

The applicant for an international registration is required to file only one application, pay one fee in local currency, and is not required at least initially, to submit foreign powers of attorney. Renewals, assignment recordals, changes of name and/or address of an international registration may be effected by filing one document with the International Bureau. [65]

The Trademarks (Amendment) Bill, 2007 incorporates the changes necessitated by the Madrid Protocol. [66] Section 36F of this Bill states that from the date of the international registration of a trademark where India has been designated or the date of the recordal in the register of the International Bureau about the extension of the protection resulting from an international registration of a trademark to India, the protection of the trademark in India shall be the same as if the trademark had been registered in India. The bill is yet to be presented before the Lok Sabha and has no legal binding-ness as of now. However, there is a lot to suggest that the recordal system put forth by the Madrid Protocol will be implemented in India in the near future, thus the process for recordal of change of ownership [including assignment] has been analysed as follows:

Rule 25 of the Common regulations of the Madrid Agreement and Protocol explains the means by which transfer of ownership can take place. [67] First of all, a request for change in ownership through request for recording shall be presented to the International Bureau on the relevant official form, in one copy, where the request relates to a change in the ownership of the international registration [including assignment] in respect of all or some of the goods and services and all or some of the designated Contracting Parties. The request for the recording of a change in ownership may be presented through the Office of the Contracting Party, or of one of the Contracting Parties, this must comply with conditions of Article 2 of the Madrid Protocol [68] as Section 2(a)(iv) of rule 25 reiterates. The contents of the request must include the number of registration, the name of the holder, the name of the new holder their addresses and other specifications given in Rule 25 Section 2 of the Common Regulations of Madrid Protocol. [67]

As per Article 9 of the Madrid Protocol, the International Bureau shall record in the International Register any change in the ownership of that registration, in respect of all or some of the contracting parties in whose territories the said registration has effect and in respect of all or some of the goods and services listed in the registration, provided that the new holder is a person who, under Article 2(1), is entitled to file international applications.

Article 9sexies (1) also states that where, with regard to a given international application or a given international registration, the Office of origin is the Office of a State that is party to both this Protocol and the Madrid (Stockholm) Agreement, the provisions of this Protocol shall have no effect in the territory of any other State that is also party to both this Protocol and the Madrid (Stockholm) Agreement.

Assignment agreements are of considerable importance in IPR since they allow the intellectual property owners to transfer their intellectual property for commercial returns, ensuring that the intellectual property can be used for monetary gain. Intellectual property that is created is utilized and exploited by the Assignment Agreement, where the purchaser or assignee takes benefit of the assignment rights that are created. These assignment agreements give rise to legal and equitable rights in law and purport many issues if they are not carefully constructed as required by law.

Issues relating to ownership of IPR must be carefully considered where employees may be creating IPR outside the scope, time and available resources of the company that they work for. Companies who own valuable IP rights should execute non-disclosure agreements with their employees, agents, or other third parties and make sure to define the term ‘confidentiality’ and the obligations of the parties not to disclose it. It is prudent to include Assignment Agreement clauses which address issues relating to governing law, jurisdiction, Alternative Dispute Resolution [ADR] to seek speedy resolution of disputes. Intellectual Property Assignment Agreement is a legal contract and required to be in compliance with existing Laws.

It is important, in the field of intellectual property, to define transparent criteria for terms and conditions under which the institution/organization would be the owner of the IPRs and the situation in which the inventor or creator would have the right or privilege to be the owners of the IPRs that they created. [69] The enforceability of assignment agreements act as an incentive to these individuals to create new inventions which ultimately benefits society.

It is also essential to define the ownership of created intellectual property with relation to employeremployee agreements and contract for service to encourage innovation.

IPR legislations in India provide specific rules, regulations and procedure when dealing with assignment agreements. The Rules/Acts make provisions for registering the assignment agreements and their respective schedules also provide for forms through which parties can register their assignment agreements. In order for an assignment agreement to be valid and enforceable it is essential that the assignment agreement be recorded as prescribed by the Acts and relevant Rules.

In addition to abiding by the Rules, to avoid ambiguity it is essential to ensure that the agreement clearly defines which person the ownership rests with. The assignment must be concrete and also clarify the tenure for which the individual would be the owner of the intellectual property. This would provide a precaution in case of a potential dispute on the ownership of the intellectual property.

The position of an Assignment Agreement in the intellectual property law of India is one of great consequence despite being a private transaction between the assignor and the assignee. One of the reasons for this is that the law is required to protect the owner of the intellectual property from being defrauded. It must be noted, however, that though the law does provide certain safeguards, the onus of creating a suitable assignment agreement is upon the parties concerned. A valid assignment agreement and one that benefits all parties involved can only come into being if the fundamental issues, some of which have been discussed above, are addressed.

*Edited by Dr Sudhir Ravindran, Solicitor-England & Wales, Patent & Trademark Agent and Attorney with Altacit Global, Altacit Global, Creative Enclave, III Floor,#148-150, Luz Church Road, Mylapore, Chennai 600 004. Email: [email protected] **Email: Corresponding author: [email protected]

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Trade Mark Assignment Agreement

Specify the date on which this Agreement will come into effect.

TRADE MARK ASSIGNMENT AGREEMENT

This Trade Mark Assignment Agreement (the "Agreement" ) is made on this ________ ( "Effective Date" )

BY AND BETWEEN

________ , a company incorporated under the laws of ________ , with Identification No.: ________ , having its registered office at ________ represented by its ________ , ________ (hereinafter referred to as the "Assignor" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its successors-in-interest and permitted assigns)

________ , a company incorporated under the laws of ________ , with Identification No.: ________ , having its registered office at ________ represented by its ________ , ________ (hereinafter referred to as the "Assignee" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its successors-in-interest and permitted assigns)

(The Assignor and the Assignee shall hereinafter individually referred to as "Party" and collectively as "Parties")

WHEREAS the Assignor owns all right, title, and interest in and to the said, Trade Mark.

WHEREAS Assignor is willing to assign said Trade Mark to Assignee and the Assignor has the full right, absolute power, and lawful authority to sell, assign, and convey the same in the manner herein set forth.

WHEREAS Assignee hereby accepts the said rights, title, and interest in respect of the Trade Mark in accordance with the terms of this Agreement.

NOW, THEREFORE, the Parties seek to enter into this Agreement to confirm and record the terms and conditions on which the Assignor shall assign to the Assignee and other agreements in connection therewith.

1. DEFINITIONS AND INTERPRETATION

(a). "Agreement" means this Trade Mark Assignment Agreement.

(b). "Agreement Date" means the date marked at the beginning of this document ( ________ ).

(c). "Applicable Law" shall include all applicable (i) statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, listing agreements, notifications, guidelines or policies of any jurisdiction; and (ii) judicial quasi-judicial and/or administrative decisions, interpretations, directions, directives, licenses, permits, judgments, writs, injunctions, arbitral awards, decrees, orders, terms and conditions of governmental or regulatory approvals or agreements with any governmental or regulatory authority.

(d). "Assignment" means an assignment in writing by the act of the parties concerned.

(e). "Governmental Authority" means any government authority, statutory authority, government department, agency, commission, board, tribunal or court or other law, rule or regulation-making entity having or purporting to have jurisdiction on behalf of India or any state or other subdivision thereof or any municipality, district or other subdivision thereof.

(f). "GST" means Goods and services tax under the Goods and Services Tax Act, 2017.

(g). "Trade Mark" means the Trade Mark as prescribed under this Agreement.

2. INTERPRETATION

(a). The headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement.

(b). Unless the context otherwise requires, in this Agreement:

(I). words using the singular or plural number also include the plural or singular number, respectively;

(II). words denoting any gender shall include all genders;

(III). the words "written" and "in writing" include any means of visible reproduction;

(IV). the terms "hereof", "herein", "hereto" and similar words refer to this entire Agreement and not any particular Clause, or any other subdivision of this Agreement;

(V). the words "include" or "including" shall be deemed to be followed by "without limitation" or "but not limited to" whether or not they are followed by such phrases or words of like import;

(VI). references to any "person" include any natural person, corporation, judicial entity, association, statutory body, partnership, limited liability company, joint venture, trust, estate, unincorporated organization or government, state or any political subdivision, instrumentality, agency or authority; and

(VII). references to "Clause" or any other agreement or document in this Agreement shall be construed as references to the Clauses of this Agreement, or such other agreement or document, as may be amended, modified or supplemented from time to time, and shall include a reference to any document which amends, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms.

3. ASSIGNMENT OF TRADEMARK

(a). The Assignor grants the following property ("Trade Mark"):

Registration Number: ________ .

Registration Date: ________ .

Classes registered: ________

Classes Assigned: ________

(b). A copy of the Trade Mark registration certificate will be attached along with this Agreement.

(c). The Trade Mark will be assigned to the Assignee upon execution of this Agreement.

(d). Assignor irrevocably assigns, grants and transfers to the Assignee, the Assignor's world rights, titles, and interests in and to the Trade Mark, including the rights granted under any applicable laws, Trade Mark registrations and applications that may exist covering the Trade Mark, right to sue third-parties for and recover and retain all damages and other remedies for past, present, and future infringements and all other violations in law or equity concerning the Trade Mark.

(e). The Trade Mark is assigned including the goodwill of the business symbolized by the use of Trade Mark of the Assignor.

(f). All the rights vested in Trade Mark with be rights to use, sell, assign, transfer, modify, delete, or stop such or any kind of products or services in respect of the Trade Mark are completely transferred to Assignee with no reservation.

(g). The Trade Mark to be held and enjoyed by Assignee for its own use and enjoyment and the use and employment of its successors assigns or other legal representatives, as fully and entirely as the same would have been held and enjoyed by the Assignor if this assignment had not been made.

(h). Assignor hereby authorizes the concerned registrar or government official empowered to issues trademark registrations, to record this assignment, and to issue or transfer the aforementioned Trade Mark to the Assignee as the owner of all rights, titles, and interests therein, or otherwise as Assignee may direct, in accordance with the terms of this Agreement.

(i). In accordance with this Agreement, the Assignor assigns the rights of the aforementioned Trade Mark to the Assignee. After entering into this Agreement, the Trade Mark will be for the exclusive use of the Assignee. The Assignor will be barred from using the Trade Mark for its own purpose or issuing new Licenses to any third parties after entering into this Agreement.

4. CONSIDERATION

(a). The Assignee shall pay to the Assignor a one-time flat payment of Rs ________ (________). The payment shall be made using Netbanking .

(b). The one-time flat payment should be paid upfront at the time of entering into this Agreement.

(c). Any payments by the Assignee that are not paid on or before the date such payments are due under this Agreement, the Assignee shall be liable to the following penalty: ________ % per annum from the unpaid sum.

(d). Payment of such interest by Assignee will not limit, in any way, the Assignor's right to exercise any other remedies as a consequence of delay in payment.

(e). The cost of registration, notarization and stamp duty will be borne equally by the Assignor and the Assignee.

5. GOODS AND SERVICES TAX

(a). Unless otherwise explicitly agreed to by each of the Parties, the amount payable under this Agreement excludes GST.

(b). The Assignee must pay the GST Amount to the Assignor at the same time of making the payment.

(c). Any obligation on the Assignee to pay the GST Amount under this clause is conditional on the Assignor providing to the Assignee a valid tax invoice in accordance with GST law.

6. ASSIGNOR WARRANTIES

(a). The Assignor hereby provides the following warranties ( "Assignor Warranties" ):

(I). That the Assignor has the full legal authority and capacity to enter this Agreement.

(II). That the Assignor owns or controls the Trade Mark which the Assignor is issuing under this Agreement.

(III). That the Assignor has the full legal authority to provide the Trade Mark to the Assignee.

(IV). That there are no restrictions, legal or otherwise, which prevent the Assignor from entering this Agreement.

(V). The Assignor agrees to completely cease the use of the Trade Mark or any confusingly similar Trade Mark and agrees not to challenge the Assignee's right to the Trade Mark.

(VI). That the Assignor from the date of assignment as mentioned under this Agreement shall not claim any right or interest in the assigned Trade Mark.

(VII). That this Agreement and Trade Mark is not in violation of any Agreements or infringe the intellectual property rights of any third party.

(VIII). There are no legal claims or actions, existing or threatened, and no other liabilities that may negatively affect the Assignee's ability to use the Trade Mark.

(IX). In case there are any violations of the aforementioned warrants by the Assignor, the Assignor shall:

7. ASSIGNEE WARRANTIES

(a). The Assignee hereby provides the following warranties ( "Assignee Warranties" ):

(I). That the Assignee has the full legal authority and capacity to enter into and fully perform this Agreement with Assignor.

(II). That the Assignee will only use the Trade Mark in accordance with the terms of this Agreement.

8. 588528525885588

( ________ ). 5585 25522 (52225525 22 58 252 "Indemnifying Party" ) 85588 825222822 525 525228 22 522225 525 22 2222 252 22525 25522 (52225525 22 58 252 "Indemnified Party" ) 82522282825 525 55528288 2522 525 5258282 588 828828 82855525/85222525 82 252 52522282825 25522, 5588822 2522, 25 82855525 82 8222282822 8825 25 52852822 22, 522 25855-25522 885828 8825 5282282 22 252 228828822:

( ________ ). 522 852585 22 822285222858822 2528888228;

( ________ ). 82255828, 828855822 825882 822552, 52525, 25 552522 22 25222522 (828855822 25222) 2885882225 82, 25 5882225 22 5582 8222 2885882225 82 252 5828 25 82228888228 22 252 525222822822 25522 25 522 22 828 222822228 25 522528222528828, 8522525 222882222, 8888258 25 225258882;

( ________ ). 525222822822 25522'8 2588552 22 822282 8825 522 5228885882 858 528582822 82 828828 22 252 52522282825 25522;

( ________ ). 522 582 22 8222888822 25 22888822 828855822 25555, 8888258 5225582, 25 25288 2228822282 82 25 22 252 2552 22 52 525222822822 25522 25 522 22 828 222822228 25 522528222528828, 8222588822 8825252 8828252822 522 28228 525 222582828 8222825 82 522 228252222258 852525822.

( ________ ). 552 825222828852822 582528 22 252 52522282825 25522 52525 2588 825222222 552 82522225222 22 525 82 55582822 22, 8585 582528 525 52225828 58 252 52522282825 25522 252 5582 52 858 25 82 285822 25 225258882, 828855822 252 58252 22 8222 82288288 22522525282, 528288822, 22525 822282882 528822, 2222 85885 582528 25 52225828 85588 82 52228225 25 5828288525 2525282.

( ________ ). 552 2528888228 22 2588 885582 85588 8558882 252 22528252822 525/25 252852 22 2588 825222222.

9. CONFIDENTIAL INFORMATION

(a). The Parties understand that during the course of any negotiations or discussions undertaken prior to and/or in pursuance of this Agreement, either Party may become privy and to and/or come into possession of information of proprietary nature (hereinafter referred to as "Receiving Party" ), belonging to other Party (hereinafter referred to as "Disclosing Party" ). Such proprietary information is herein referred to as "Confidential Information" and shall include information whether written, visual or oral in any other medium, including information, or data disclosed to the Receiving Party by the Disclosing Party or by a third party on behalf of the Disclosing Party and shall (i) any information having been disclosed prior to the date of this Agreement; (ii) any information relating to the Disclosing Party's business, procedures, products, training modules, processes, plans, know-how, designs, trade secrets, market opportunities, computer programs; (iii) this Agreement or any terms and conditions thereof.

(b). Confidential Information shall not include any information that (i) is or becomes publicly available without breach of the terms of this Agreement; (ii) becomes lawfully available to the Receiving Party from a third party free from any confidentiality restriction; or (iii) was previously in the possession of the Receiving Party and which was not acquired directly or indirectly from the Disclosing Party, as evidenced by written records.

(c). Receiving Party or any party to whom it transmits the Confidential Information pursuant to this Agreement may disclose the Confidential Information if it becomes legally compelled to do so under any relevant law, regulation or order of the court, provided the Disclosing Party is given prompt notice of such requirement or such order and (where possible) provided reasonable opportunity to contest it and scope of such disclosure is limited to the extent possible.

(d). The Receiving Party agrees and covenants with the Disclosing Party (i) to maintain confidentiality with respect to the Confidential Information coming into its knowledge and possession before or during the term of this Agreement; (ii) to use the same solely for the purpose as envisaged under this Agreement; (iii) to inform the Disclosing Party of any incident of breach of the Receiving Party's confidentiality obligations under this Agreement within 24 hours from the occurrence of such incident.

(e). These clauses (confidentiality obligations) shall survive the termination of this Agreement for a period of ________ .

10. FORCE MAJEURE

(a). "Force Majeure" means an event beyond the control of the Parties, which prevents a Party from complying with any of its obligations under this Agreement, including but not limited to:

(I). act of God (such as but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods);

(II). war, hostiles, invasion, the act of foreign enemies, requisition or embargo;

(III). rebellion, revolution, insurrection or military power, civil war;

(IV). riot, commotions, strikes;

(V). act or threats of terrorism, and pandemic.

(b). The Parties shall not be liable for any failure to perform their respective obligations under this Agreement if such failure is caused due to a Force Majeure Event and in such case, the obligations of the relevant Party shall be suspended for so long the Force Majeure Event prevails.

(c). Upon the occurrence of a Force Majeure Event, the non-performing Party/ affected Party shall immediately inform the other Party of the same and continue to use commercially reasonable efforts to recommence performance whenever and whatever extent possible without delay.

(d). The Parties shall consult together in relation to the above matters following the occurrence of the Force Majeure Event to mitigate the losses and ensure this Agreement's smooth functioning.

11. COMMUNICATION AND NOTICES

All the notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the Party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, once acknowledged by the recipient, (c) sent by email provided under this Agreement.

For Assignor:

Address: ________

Email: ________

For Assignee:

12. MODIFICATION OF AGREEMENT

In the event any provision of this Agreement is determined to be invalid by any court or other entity of competent jurisdiction, the provision of this Agreement shall be deemed to have been amended and the Parties hereto agree to execute all documents necessary to evidence such amendment so as to eliminate or modify any such invalid provision so as to carry out the intent of this Agreement as far as possible and to render this Agreement enforceable in all respects as so modified.

13. NO WAIVER

The failure of any Party hereto to enforce any provision of this Agreement shall in no way be construed to be a waiver of such provisions or to affect the validity of this Agreement or any part thereof or the right of either Party to enforce each and every provision in accordance with its terms.

14. HEADINGS

The headings in this Agreement are included for the convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

15. INTERPRETATION

The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting Party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties and not in favour or against either Party.

16. REMEDIES

Each Party recognises that the foregoing restrictive covenants are fair and reasonable and are required for the protection of legitimate business interests. Each Party also understands that the other Party will be irrevocably harmed if the restrictive covenants are not specifically enforced. Accordingly, Each Party agrees that the foregoing restrictive covenants may be enforced by the other Party through temporary and/or permanent injunctive relief, without prejudice to other reliefs as may exist.

17. DISPUTES

Both the Parties do hereby agree that any dispute arising out of or in relation to this agreement shall be settled in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and/ or any statutory modification or re-enactment thereof for the time being in force. The single Arbitrator shall be appointed mutually by the Parties. Each Party shall pay their own costs and fees of the arbitration and the cost of the arbitrator shall be borne equally. The seat or place of the arbitration shall be as follows: Andaman and Nicobar Islands .

The Agreement shall be governed in accordance with the laws of India and the courts of Andaman and Nicobar Islands will have the exclusive jurisdiction.

18. LEGAL FEE AND COSTS

In the event of any legal action by any Party to enforce any one or more provisions of this Agreement, whether at law or in equity, the prevailing Party shall be entitled to receive from the other Party all enforcement costs including, without limitation, reasonable legal fees and costs whether incurred before, during and after the trial or other litigation including appeal.

19. SURVIVAL OF OBLIGATION

Notwithstanding any other provisions of this Agreement, at termination, expiration or completion of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination, expiration or completion shall remain in provisions which are explicitly stated to survive termination, expiration or completion shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive termination, expiration or completion.

20. COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument.

21. ENTIRE AGREEMENT

Both the Parties represent and agree that they have read this Agreement, understand its terms and the fact that it releases all claims each might have entered into this Agreement without duress or coercion from any source. This Agreement supersedes all other Agreements entered into between the Parties.

IN WITNESS WHEREOF , the Parties hereto have executed this agreement on ________ .

FOR ASSIGNOR:

Authorized Signatory: ________ ( ________ )

FOR ASSIGNEE

Govt. ID Name & No.:

The undersigned, being a duly appointed Notary Public, located at ________ on this date, the above-named ________ (Assignor) and ________ (Assignee), appeared before me and properly identified to me and did sign the forgoing.

IN TESTIMONY WHEREOF I subscribe my name and affix my seal notarial on this ___ day of ________ 20___

_______________________

Notary Public

(Details of Trade Mark)

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Balancing Trademark Rights and Legal Timelines: The INFOSYS Case

September 13, 2024

Patent Assignment Natural person(s) and/ or Startup Small entity, alone or with natural person(s) and/ or Startup Others, alone or with natural person(s) and/ or Startup and/ or small entity Natural person(s) and/ or Startup Small entity, alone or with natural person(s) and/ or Startup Others, alone or with natural person(s) and/ or Startup and/ or small entity On application for the entry in the register of patents of the name of a person entitled to a patent or as a share or as a mortgage (patent assignment) 1600 (In respect of each patent) 4000 (In respect of each patent) 8,000 (In respect of each patent) 1750 (In respect of each patent) 4400 (In respect of each patent) 8,800 (In respect of each patent)

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Assignment agreements v. licensing agreements : trademarks in India

This article has been written by Pradhnya Deshmukh, pursuing the Certificate Course in Trademark Licensing, Prosecution and Litigation from LawSikho .

Table of Contents

Introduction

Intellectual Property (IP) and trademark commercialization is gaining momentum due to the vast scope of exploitation of financial success of trademarks in the modern open market. An organization’s business objectives, nature and form of intellectual property and the economic resources at the disposal are the factors on which the selection of the best commercial tool for IP commercialism is chosen. Trademark assignment and knowledge transfer in the form of licensing are the two most well-known modes for commercialization used by IP proprietors due to factors related to its nature of risk. IP Proprietors can utilize rights transferred by way of such does in exchange for consideration in the form of lump-sum monies, royalties etc.

This article emphasizes upon effective Trademark Licensing and Assignment Agreements with special emphasis on Intellectual Property valuation and key provisions or clauses that must be considered by business/brand/trademark owners in conducting transfer of the rights in their intellectual property.

Trademark Assignment Agreements

Assignment transfers the interest and title in the trademark and consists of a collection of rights the transfer of which may be done in whole or in part, limited by a time-period, territory or include the rights exercisable in relation to the trademark. Assignment agreements are exclusive in nature and takes away a set of rights in the assignor and vests it in the assignee in exchange of consideration. Once an Assignment Agreement is executed, the original proprietor can not meddle with the exercise and enjoyment of rights by the assignee/buyer.

Trademark Licensing Agreements

Whereas, Licensing does not consist of transfer of title or interest, it refers to a limited consent or grant of rights which the licensee may exercise which would otherwise be illegal if not for the said grant or license. It is a mere authorization by the IP proprietor permitting the licensee to act only in ways allowed by them. Licenses may or may not be exclusive and similar licenses may also be granted to multiple individual parties by the IP proprietor.

IP Valuation

The value of a trademark is directly proportional to its earning power which is dependent on factors such as sale prices and profits, goodwill in the intangible asset, competitive threats and marketplace risk factors. Trademarks in themselves are not of value but gain such value based on the extent of positive connotation related with it and the goods or services associated with it in the market and the subsequent customer loyalty based on such positive connotations. Based on this, trademarks have the potential to gain valuation even higher than the annual turnover of companies. In 2020, as per the Interbrand Best Global Brands 2020 Report, top trademarks such as Apple, Microsoft and Amazon have gained trademark valuation by 38, 53 and 60 percent respectively since 2019 and valued to be at 332.9, 160 and 200.6 billion US dollars respectively.

Following are the trademark valuation approaches most commonly used as a guide:

Income Approach – The valuation is based on past and future ability to generate income, revenue and thereby, profits.

Following are the parameters for calculating based on income:

Amount of income it is capable of generating
The time period for which it can generate such amount
The cost for the trademark to generate such an amount in the stipulated time frame.

The most obvious way of making such a valuation is by deduction of the book value of assets from the market value of a business. This would need for all assets owned by the company to be valued and identified. Another method of calculation is by comparing the market value of competing businesses operating in the same product or service category. Yet another technique used is where the business hypothetically did not own the trademark, the income saved on trademark licensing and the payment of the royalties would be the ultimate value of the trademark.

Cost Approach – The actual cost incurred by a business in the process of making, developing, maintaining and advertising a trademark can be converted to have some meaning in terms of trademark valuation. The cost to acquire a trademark with the current goodwill it holds in the market is known as the replacement cost method used for trademark valuation. Since various other factors involved in the actual valuation of a trademark such as market factors, competitors, nature and longevity of the product or service, are not considered under this approach, it is not advisable to just rely on this method of valuation.

Market Approach – Under this method, individual factors of the product or service aer factored in to gain a working idea of the market value of a trademark. This method is often based on comparable market transactions but is limited by having the need for a market of buyers and sellers engaging in the said business. This requires the said process to be public however, in practice, trademark market transactions are not conducted in open.

Tax Considerations

Tax implications for trademarks are subjective to the laws of a country. Transfer of rights in a trademark causes gain in income by way of considerations such as royalties which are tax deductible. Similarly, it is also a cost for the buyer/licensee/assignee and hence, is also a deductible expense for them.

Key Clauses and Provisions in Trademark Assignment and Licensing Agreements

As a business owner, it is pertinent to note that the trademark laws of various countries such as India make a requirement for Assignment Agreements to be made in writing in order for them to be effective and enforceable.

Description of Parties

A proper description of all parties involved in the said translation along with the express mention of the nature of such parties and their names, ages (if applicable), and addresses. It is preferred to have a brief way of referencing the said parties further in the agreement for the sake of brevity.

Work/Invention

In such agreements, it is advised to have specific definition and description of the trademark and the products of service involved for which the trademark is being assigned or licensed herein. There must also be a brief way of referencing to the same for the sake of brevity.

Example Clause: “SECTION 1.19 “Product” means (A) the chemical compound mecamylamine hydrochloride, and (B) as of the Closing Date, the formulated tablet containing mecamylamine hydrochloride as heretofore marketed by Seller in the United States under the trademark INVER SINE ®, and (C) after the Closing Date, any tablet or other formulation of mecamylamine hydrochloride or any derivative thereof (including but not limited to any stereoisomers, either separated or combined, any hydrates, any solvates and any crystal forms).

SECTION 1.27 “Trademarks” means the trademarks and trademark registrations for the Product as set forth in Schedule A. “Trademark” means any one of the Trademarks. The Trademark shown on Schedule A as being currently registered in Somalia is referred to hereinafter as the “ Somali Trademark .””

Assignment Clause

The express language, “hereby assigns” which indicates the assignment of rights in an existing or future trademark.

Example Clause: “Rights granted– {Assignor} hereby grants, conveys and assigns to {assignee} all the rights in the {trademark}, including without limitation the following exclusive rights throughout the Territory (as defined in the {territory clause number}) and for the Term (as defined in the {Term clause number}) – * insert a list of all rights in relation to the {trademark} that are being assigned *”

Clause elaborating the Rights of the Assignee

All intended rights of the assignee as agreed upon by the parties must be contained herein. They are most often adopted from precedent drafts and are subjective to the nature of trademark being assigned or licensed.

Example Clause: “ Rights of the Assignee: the ASSIGNEE shall be entitled to file any application/s or take any other actions or to make any amendment or connection as necessary in respect of the said Trademarks and copyright application before competent authorities including right to sue and the ASSIGNOR shall have no objection against the same. Moreover, the ASSIGNOR from the date above mentioned hereby shall not claim any right Rights of the Assignee: the ASSIGNEE shall be entitled to file any application/s or take any other actions or to make any amendment or connection as necessary in respect of the said Trademarks and copyright application before competent authorities including right to sue and the ASSIGNOR shall have no objection against the same. Moreover, the ASSIGNOR from the date above mentioned hereby shall not claim any right or interest in the said Trademarks. Furthermore, the ASSIGNEE will be entitled to use/ enjoy the said Trademarks in respect of the ASSIGNEE’S business without any objection and interruption by the ASSIGNOR or any person laying claim under the ASSIGNOR or interest in the said Trademarks. Furthermore, the ASSIGNEE will be entitled to use/ enjoy the said Trademarks in respect of the ASSIGNEE’S business without any objection and interruption by the ASSIGNOR or any person laying claim under the ASSIGNOR.”

Licensing Clause

A clause indicating and defining the specific rights of use granted to the licensee must be contained herein and the express mention of the wordings “hereby grants a license” is mandatory.

Example Clause: “Grant of License. The Licensor hereby grants to the Licensee on the terms contained herein a non-exclusive, royalty free license (the “License”) to use the Marks throughout the “Territory” (as defined in the {territory clause number}) in association with the goods and services specified in Schedule A hereto (the “Products”). The Licensee agrees to use the Marks only in accordance with terms and conditions set out in this Agreement and the Licensor may itself use the Marks in the Territory but may not grant licenses to other persons to use the Marks. Schedule A may be amended to add or delete Marks and/or Goods and Services from time to time, by way of written agreement between the parties.”

This clause must clearly indicate whether the license is exclusive or non-exclusive and the intention of the parties with respect to the sublicense or further transfers of the rights in the said trademark. Permitted and Prohibited uses must also be expressly mentioned and elaborated upon.

Term Clause

As understood by its name itself, the term clause must clearly mention the time frame within which the said assignment or license agreement for a trademark would operate.

Example Clauses:

Licensing – “Term. The License will commence as of the Effective Date and subject to earlier termination pursuant to the terms of this Agreement, will expire upon the earlier of: (a) twelve (12) months from the Effective Date; (b) the closing of the Asset Purchase Agreement between the Licensor and Ya Zhu Silk, Inc. referenced in the Master Amending Agreement; or (c) such other date as is mutually agreed to by the parties hereto.”

Assignment – “ The rights assigned herein shall be irrevocable and shall be vested in the assignee for perpetuity including without limitation, for the full term of copyright protection everywhere in the world and any and all renewals, extensions and revivals thereof.”

The parties may choose any extent of time limit within which the said agreement would operate; however, the outer limit of the grant would be determined by the term specified by trademark laws of the country.

Termination Clause

Trademark assignments operate with finality and do not have the scope for termination.

In terms of the licensing agreements, the mode of termination, the effective date of termination and the rights and obligations of the parties on termination must be contained in the said clause. This clause must be drafted carefully for each agreement based on the subjective nature of the parties and their relationship relating to the said agreement and must not be simply adopted from a precedent. For example, where the terms of the agreement can be performed specifically by an individual then the termination by such a person may not be permitted.

Territory Clause

The exact geographical extent within which the said agreement would operate is crucial to be mentioned since a single trademark can be assigned and licensed to multiple entities for use or exploitation in different territories. However, it must be noted that assignment to multiple entities may be barred by the trademark laws of certain countries such as India.

Consideration Clause

The mode of payment and the amount that would be paid in exchange for the transfer in rights and/or interest in a trademark must be clearly mentioned in the agreement.

Royalty Clause

In consideration for the rights and/or interest in a trademark granted, the licensor or the assignee may require for royalties to be paid which would typically be a portion of the sales revenue earned from the use and exploitation of the assigned or licensed trademark. The structuring of the royalty payment, whether it be a percentage of income or otherwise as per the mutual agreement of parties must be mentioned specifically. The term of royalty payment, the schedule for payment accompanied by proper accounts for the relevant time period, consequences of delay in payment, taxation and the mode or frequency of invoicing must be mentioned herein.

Indemnity Clause

The assignor must ordinarily indemnify the assignee from any legal costs or proceedings arising out of defective title in the said trademark or for third-party claims of infringement. This clause of special importance in licensing agreement since, the licensee must be indemnified against all illegal uses of the trademark which may arise as a result of such actions of the licensor.

Warranties and representation represent contractual assurances concerning specific acts, the breach of which would lead to an award of damages. Where the effectiveness of due-diligence practices falls short, indemnity and warranties clauses start operating. For example, the assignor’s warranty that it is the owner of the trademark being transferred and the licensor’s warranty on the lack of knowledge concerning third party infringement could be included in such agreements. These clauses widely depend upon the negotiation that must have taken place between the parties and hence, must be drafted while taking cognizance of the nature of relationship between the parties and merely adoption from precedent must be avoided.

Governing law and Jurisdiction Clause

The law under which the said transfer is taking place must be mentioned expressly especially where the operation of the agreement would be global.

Example Clause: “This agreement shall be governed and construed in accordance with the laws of India, and any disputes therein shall be subject to the Jurisdiction of courts of Mumbai.”

Confidentiality Clause

This clause not only safeguards the assignee’s interests but also proves to be a vital shield in case of termination of Agreement as well. A well drafted confidentiality clause would prevent unauthorized access, use or disclosure of confidential information which may end up being fatal for a business. These are also often supported by Non-Disclosure Agreements which allow for injunctive reliefs to be prayed for in litigation of disputes.

Power of Attorney Clause

Inclusion of this clause provides for seamless transfer of all rights in a trademark since it facilitates signatures from the authorized representatives or agents of the assignor or licensor.

Standard Form Clauses: Reliefs, Waiver and Notice

Other than the above-mentioned clauses, all standard form clauses which are generally included in other agreements must also be included in such agreements. Clauses such as “Injunctive Relief Available to the Licensor” and “Waiver” clauses would be beneficial to be added in licensing agreements. Notice clause which elaborates on the nature, mode and method of service of notice by either party under the Assignment or Licensing Agreement must be included.

Due to the immense value in intellectual properties built in the modern day commercial and legal systems a clearly drafted agreement in pursuance of transfer of rights in the same is imperative to properly safeguard the rights of either or all parties involved. Proper strategizing and valuation of the trademark open novel modes for the parties to enjoy the benefits of their intellectual property and therefore, proper management of the same by undertaking due-diligence and appointing an attorney for drafting of such complex agreements would prove to be beneficial for business owners and trademark proprietors.

Deed of Assignment Sample as available at https://www.agip.com/UploadFiles/Countries_Services/253_India/India_DOA_TM.pdf
Deed of Assignment of Trademark Sample as available at https://www.ainoglobal.com/Agreements/9_%20Trademark%20Assignment%20Deed.pdf
Trademark License Agreement Sample as available at https://www.sec.gov/Archives/edgar/data/1419177/000141917711000018/exhibit10-12.htm
European Union IPR Helpdesk, Fact Sheet, “Commercializing Intellectual Property: Assignment Agreements” as available at https://www.iprhelpdesk.eu/sites/default/files/newsdocuments/Assignment_Agreements_0.pdf
Leo Paul Johnson, “Intellectual Property Monetization”, 6 IJIPL 186 (2013)
WIPO, Module 12, “Trademark Licensing” as available at https://www.wipo.int/export/sites/www/sme/en/documents/pdf/ip_panorama_12_learning_points.pdf
Stuti Bansal, “India: Assignment & Licensing of Trademarks in India” as available at https://www.mondaq.com/india/trademark/202886/assignment-licensing-of-trademarks-in-india

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Intellectual Property Assignment Agreement

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Intellectual Property Assignment Agreement is an agreement between two parties in which a property owner transfers the complete ownership of an intellectual property to another party. Various types of Agreements are including but not limited to; Software IP Transfer Agreement, Employee IP Assignment Agreement.

Any subject matters of the intellectual property rights, such as music, design, artwork, photograph, video, sound, etc. can be transferred by the owner of such material.The terms and conditions of the transfer have to be clearly captured in the agreement to avoid any ambiguity.

Details about the subject matter being transferred

Mode of payment
Representation and warranty
Indemnification
Limitation of liability
Grounds of termination
Severability
Other legal clauses

Laws Governing Agreement

The Indian Contract Act, 1872
Copyright Act, 1957
Trade Marks Act, 1999
Design Act, 2000
Patents Act, 1970
Competition Act, 2002
Stamp Duty Act (State specific)

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Deed for Assignment of Copyright

THIS DEED OF ASSIGNMENT is made at ________ this _________ day of __________ between Mr. A residing at __________ hereinafter referred to as the Author of the One Part and Mr. B carrying on business at ________ hereinafter referred to as the Publisher of the Other Part.

1. The Author has written a book entitled ___________ (hereinafter called "the said book") and desires to publish the same.

2. The author is the absolute owner of the copyright in the book. The copyright is registered with the Registrar of Copyrights in ____________.

3. The publisher's representative has scrutinized in detail and to his satisfaction the manuscript of the book and has offered to purchase the copyright in the said book for the purpose of publication.

4. The Author has agreed to do so in consideration of the Publisher paying him a sum of Rs_________ as lump sum royalty and on the following terms and conditions agreed to between the parties.

NOW THIS DEED WITHNESSETH that pursuant to the said agreement and in consideration of the Publisher paying to the Author a sum of Rs_________ on the execution of the Agreement (receipt whereof the author admits) he the Author hereby assigns to the Publisher the Copyright in the said book TO HOLD the same unto the Publisher absolutely throughout India and subject to reservations hereinafter contained:

1. And the Publisher agrees and undertakes that the said assignment is restricted to publish the said book in India only and the Publisher shall not without the prior consent in writing of the author, publish any translation thereof in any other language and shall not allow it to be exploited for converting into a play or any cinematographic film or any Television serial.

2. The Publisher undertakes to mention in the first edition, all reprints and subsequent editions the name of the author as author of the book.

3. The Author hereby warrants to the Publisher that:

a. The Author is the exclusive owner of the copy right in the said book and he has not assigned the Copyright in or given license to use the copy right to anybody else or encumbered the same or done anything so as to prevent him from assigning the said right.

b. That the said book does not contain any defamatory obscene or otherwise objectionable matter; and

c. That the contents of the current edition of the said book are the original work of the author and do not constitute breach of copyright vesting in any other person/s. Where limited extracts have been taken from other published or unpublished works in which copyright vests in other person/s proper acknowledgement has been made in the book.

d. That if the publisher requires any other person/s to assist the author in preparing subsequent editions of the book the names of those persons will also be mentioned as joint author/s of the book. And the author will do and execute such other acts or deeds, if required, to confer entire copyright in the said book and as hereby assigned as may be necessary.

e. That he will not publish either himself or through any other publisher an abridgment of the said book or any other book on the same subject and which would be competing with the book or get it published by any other person so long as the said book which is the subject matter of the present is being published by the Publisher and sold in the market.

f. That the publisher shall have the right to get the second and subsequent editions of the book prepared by either the author or any other person of the publisher's choice. If the publisher requires the author to prepare the second or any subsequent edition, the author undertakes that he will re-edit the said book at the time of publishing second edition thereof and to make it up to date when required by the Publisher. In case of authors failure to do so, the Publisher will be entitled to get the book re-edited, enlarged or abridged through some other author of the publisher's choice. For the said re-editing, the publisher will pay to the author the sum of Rs. __________/-. the author shall complete the re-editing within _________ months of being asked to do so by the publisher.

4. And the Author hereby agrees to:

a. Indemnify and keep indemnified the Publisher against all claims, proceedings, costs and damages incurred or suffered or awarded or paid in respect of or arising out of any breach or non performance of any of the warranties on the part of the Author hereinbefore given or out of any claim by a third party based on facts, which if substantiated would constitute a breach or non-performance of such warranties.

b. The publisher shall have full right to assign the said copyright to publish the book in any part of India, to any person.

5. Permit the Author to take ___________ copies of the book on publication free of cost.

6. In the event of any dispute or difference between the parties hereto arising out of or in connection with this deed of whatsoever nature the same shall be referred to arbitration of a common arbitrator if agreed upon, failing which to two Arbitrators one to be appointed by each party to the Arbitration. The said Arbitrators shall appoint a presiding Arbitrator and the Arbitration shall be governed by the Arbitration Act and Conciliation Act, 1996, or any statutory modification thereof.

IN WITNESS WHEREOF the Assignor has put his hand the day and year hereinabove written.

Signed and delivered by the)

Within named Assignor Mr. A)

In the presence of........)

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Assignment or Transfer Contracts
ASSIGNMENT AND TRANSFER AGREEMENT - SAMPLE TEMPLATE. ... " Importance of Assignment Agreements under Intellectual Property Laws in India " written by Sindhura Chakravarty; published in the Journal of Intellectual Property Rights, Vol 14, November 2009, pp 513-522
PDF A Specimen of Deed of Assignment of a Registered Trade Mark
Title: Microsoft Word - A Specimen of Deed of Assignment of a Registered Trade Mark.docx Author: e0300 Created Date: 11/22/2013 3:56:02 PM
PDF Deed of Assignment
The assignor and assignee confirm that there is remittance of funds outside India in connection with this assignment. THE ASSIGNOR further covenants that on the request of the Assignee, it will execute, all documents, papers, forms and authorizations that may be necessary for securing, completing, or vesting in Assignee full right, title, and ...
Trade Mark Assignment Agreement
6. ASSIGNOR WARRANTIES. (a). The Assignor hereby provides the following warranties ("Assignor Warranties"): (I). That the Assignor has the full legal authority and capacity to enter this Agreement. (II). That the Assignor owns or controls the Trade Mark which the Assignor is issuing under this Agreement. (III).
Patent Assignment Agreement India
Patent Assignment in India. The term "patent assignment" is not defined in the Indian Patent Act, 1970. However, the Act states that an assignment of a patent or of a share in a patent, a mortgage, or the creation of any other interest in a patent shall be valid only if the same is in writing and the agreement between the parties is in the form of a document.
PDF A Specimen of Deed of Assignment of a Patent
Witness: Assignor Witness: Assignee/Company Note : In case the assignee is not a company the world 'assignee' will be substituted for 'company' and other suitable modifications will have to be made.
How to draft an agreement to assign a patent
A patent assignment is an agreement where the assignor transfers the patent rights to the assignee. It is a process of how to patent an idea or transfer his or her interest to an assignee, and enforce the patent. The assignee receives the original owner's interest and rights to intellectual property. He can sue others for making and selling ...
Assignment Agreement Format India
An Assignment Agreement Format in India is a legally binding document that outlines the terms and conditions between two or more parties involved in the assignment of rights or obligations related to a particular agreement. It provides a clear understanding of the roles and responsibilities of each party involved and ensures the proper transfer ...
Assignment Agreement Format India
An Assignment Agreement Format in India is a legally binding document that outlines the terms and conditions under which one party, known as the assignor, transfers their rights or responsibilities to another party, known as the assignee. This document is commonly used when transferring rights to intellectual property, such as trademarks ...
Assignment agreements v. licensing agreements : trademarks in India
SECTION 1.27 "Trademarks" means the trademarks and trademark registrations for the Product as set forth in Schedule A. "Trademark" means any one of the Trademarks. The Trademark shown on Schedule A as being currently registered in Somalia is referred to hereinafter as the "Somali Trademark."". Assignment Clause.
Assignment Agreement Format India
An Assignment Agreement Format India is a legal document that outlines the terms and conditions of transferring the rights, benefits, and obligations of one party, known as the assignor, to another party, known as the assignee. This type of agreement is commonly used in various business transactions, such as the transfer of intellectual ...
Intellectual Property Assignment Agreement
Various types of Agreements are including but not limited to; Software IP Transfer Agreement, Employee IP Assignment Agreement. Any subject matters of the intellectual property rights, such as music, design, artwork, photograph, video, sound, etc. can be transferred by the owner of such material.The terms and conditions of the transfer have to ...
Deed For Assignment of Copyright
And the Publisher agrees and undertakes that the said assignment is restricted to publish the said book in India only and the Publisher shall not without the prior consent in writing of the author, publish any translation thereof in any other language and shall not allow it to be exploited for converting into a play or any cinematographic film ...

India Assignment Agreement

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