[{"data":1,"prerenderedAt":525},["ShallowReactive",2],{"document-assignment-of-license-D940":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":36,"customDescModule":176,"customdescription":6,"mdFm":177,"mdProseHtml":524},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"DEEMED ASSIGNMENT OF LICENSE This Deemed Assignment of License (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY] (the \"Assignor\"), an individual with his main address located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY] (the \"Assignee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS by License Agreement effective [DATE] (hereinafter referred to as the \"License Agreement\"), made inter alia between [COMPANY NAME], as Licensor and [COMPANY NAME] as Licensee and [GUARANTOR] as Guarantor, the said Licensor did grant unto the Licensee a license: (a) to use the therein recited trademarks and trade names in the operations of [COMPANY NAME] (the \"Company\"); (b) in the operations thereunder, to use [COMPANY NAME] distinctive labels, designs, cartons, containers, and advertising material furnished to the Licensee by the Licensor from time to time; and (c) to sell, use and distribute products designated by the Licensor, for a term of [NUMBER] years from the day of [DATE], to the day [DATE], subject to the terms and conditions specifically contained therein; AND WHEREAS the Assignee is the sole shareholder of the Licensee; AND WHEREAS the Assignor has agreed to sell all the shares of the Licensee to the Assignee, who has agreed to purchase same; AND WHEREAS such sale of shares is deemed to be an assignment of the License Agreement pursuant thereto; NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum of [AMOUNT] and other good and valuable consideration now paid by the Assignee to the Assignor (the receipt and sufficiency whereof is hereby acknowledged) the Assignor does hereby assign, transfer and set over unto and to the Assignee all of the Assignor's rights, title and interest in and to the License Agreement, together with the residue unexpired of the terms of years in the License Agreement, the whole upon the terms and subject to the conditions of the deed of transfer executed concurrently herewith by the Assignor and the Assignee, a copy of which is annexed hereto.",null,"Assignment of 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Agreement","/template/intellectual-property-license-agreement-D13718","https://templates.business-in-a-box.com/imgs/250px/13718.png",{"label":82,"url":83,"thumb":84,"extension":10},"License Agreement Long Form","/template/license-agreement-long-form-D1020","https://templates.business-in-a-box.com/imgs/250px/1020.png",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":89,"extension":10,"preview":90,"thumb":91,"svgFrame":92,"seoMetadata":93,"parents":94,"keywords":99,"url":100},"ASSIGNMENT OF ASSETS This Assignment of Assets (the \"Assignment\") is made and effective [DATE], BETWEEN: [STOCKHOLDER NAME] (the \"Stockholder\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] WHEREAS, on the day of [date], the Corporation was formed by Articles of Incorporation filed with the Registrar of Companies in and for the [State/Province], and; WHEREAS, it is necessary to transfer certain assets into the Corporation in order to capitalize the Corporation, and;","Assignment of Assets","1",30,"https://templates.business-in-a-box.com/imgs/1000px/assignment-of-assets-D938.png","https://templates.business-in-a-box.com/imgs/250px/938.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#938.xml",{"title":6,"description":6},[95,97],{"label":17,"url":96},"business-legal-agreements",{"label":20,"url":98},"transfer-assignment-agreement","assignment intellectual property","/template/assignment-of-intellectual-property-D938",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":105,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":110,"keywords":115,"url":116},"TRADEMARK LICENSE This Trademark License (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Licensor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Licensee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] For good and valuable consideration, the receipt and legal sufficiency of which are hereby expressly acknowledged, the parties hereto agree as follows: WHEREAS pursuant to an asset purchase agreement dated on [SPECIFY] between Licensor and Licensee (the \"Asset Purchase Agreement\"), Licensor sold to Licensee substantially all of the property and assets (subject to the exceptions stated therein) of its [SPECIFY] business (the \"Purchased Business\") excluding, among other things, the Trade Marks (as hereinafter defined); AND WHEREAS as a condition to the completion of the purchase and sale contemplated by the Asset Purchase Agreement, the Licensor agreed to grant to the Licensee a license to use the trade marks set forth in Schedule [SPECIFY] attached hereto (the \"Trade Marks\") with respect to the wares and services set forth in such Schedule [SPECIFY]. NOW, THEREFORE, the parties hereto agree as follows: PREAMBLE The preamble shall form part hereof as if herein recited at length. GRANT OF LICENSE Subject to the terms and conditions set out herein, Licensor hereby grants to Licensee the exclusive royalty free, right and license, with the right to have others licensed in conformity with the provisions of this agreement (the \"Trade Mark License\"), to use the Trade Marks and works in which copyright subsists as set forth in Article [NUMBER] of this agreement, in [COUNTRY] (the \"Territory\"), only on and in connection with the sale and distribution of the wares and services set forth in Schedule [SPECIFY] hereto, and, if the Licensor obtains an amendment to the registration of the Trade Marks (which it will apply for at the request and expense of the Licensee), the additional wares and services set forth in Schedule [SPECIFY] hereto if such additional wares and services are offered for sale in the ordinary course of business in substantially all of the [SPECIFY] stores in [COUNTRY] operated by the Licensee in respect of the Purchased Business and such other wares and services which are offered for sale in the ordinary course of business in substantially all the [SPECIFY] stores in [COUNTRY] operated by the Licensee in respect of the Purchased Business as may be mutually agreed upon (acting reasonably) by Licensor and Licensee from time to time (herein collectively referred to as \"Designated Products and Services\"). Licensee agrees that it shall not use any Trade Mark in connection with a ware or service which is not one of the Designated Products and Services nor shall it use any Trade Mark outside of the Territory. Furthermore, Licensee shall not have the right to use any of the Trade Marks (i) in its corporate name, or (ii) other than pursuant to the terms and conditions of this Agreement. However, the Licensee may use the Trade Marks in public signage for the Licensee's [SPECIFY] outlets from which a significant variety of Designated Products and Services are offered for sale and, with the prior written consent of the Licensor (which consent cannot be unreasonably withheld) and upon satisfaction of such conditions as to the protection of the distinctiveness and goodwill of the Trade Marks as the Licensor may reasonably impose, may use the Trade Marks in association with other words or expressions in association with Designated Products and Services. It is understood and agreed that the Trade Mark License is limited strictly to the rights granted hereunder and that all other rights in the Trade Marks in connection with the present and future businesses of Licensor and its affiliates throughout the world are reserved to Licensor and its affiliates. Licensee shall have the right to assign the Trade Mark License in connection with any sale by the Licensee of all or substantially all of the Purchased Business or have further licenses granted to purchasers of all or substantially all of the Purchased Business in [SPECIFY] or to franchisees of the Licensee with or without royalties or other consideration being payable to Licensee, without the consent of Licensor and without any right on the part of Licensor to receive the whole or any part of any such other royalties or other consideration; provided, however, that Licensee shall promptly inform Licensor in writing of the identity and business address of any additional licensee or assignee and provided further that as a condition of such assignment or sublicense such additional licensee or assignee will be required to enter into a trade mark license agreement with Licensor more particularly described below. No assignment shall operate to release Licensee from its obligations hereunder. The assignment by Licensee of this Trade Mark License shall take place only upon the assignee and the Licensor entering into a trade mark license agreement substantially the same as this Trade Mark License, which agreement the Licensor shall not unreasonably refuse to negotiate and execute at the sole expense of the Licensee. The grant from time to time by Licensee to additional licensees of the right to use the Trade Marks shall be by license agreement between Licensor, Licensee and the additional licensee, which license agreement shall incorporate no less stringent obligations on the part of the additional licensee with respect to the use by such licensee of the Trade Marks than are required of Licensee by this agreement and shall not provide for the granting to any such licensee of greater rights to use the Trade Marks than are enjoyed by Licensee. Without limiting the generality of the foregoing, the additional licensee shall agree to be bound in such license agreement by the quality control and trade mark provisions set out in Articles [NUMBER] and [NUMBER] below. Licensor hereby appoints Licensee as its agent to, and Licensee hereby agrees to, enforce compliance by all additional licensees appointed by Licensee with the provisions of their respective license agreements (including, without limiting the generality of the foregoing, the quality control provisions contained therein). The appointment of Licensee as an agent is solely for the purposes of this agreement. TERM Subject to the provisions of Article [NUMBER], this agreement shall remain in full force and effect for a term of [NUMBER] years from the date of this Agreement, subject to automatic renewal for an indefinite number of further [NUMBER] year terms unless (i) at least [NUMBER] days prior to the end of the initial term or any renewal term Licensee delivers a written notice to Licensor stating that it does not wish this agreement to be renewed, or (ii) Licensee is at the time of the renewal in default under Article [NUMBER] of this agreement. QUALITY CONTROL So as not to bring discredit upon the Trade marks, Licensee agrees that the Designated Products and Services sold and distributed by Licensee will at all times be of good quality and that the Designated Products and Services will be merchandised, distributed and sold by Licensee with packaging and sales promotion materials appropriate for good quality products and services. Licensee further agrees that all Designated Products and Services will be sold, labeled, packaged, merchandised, distributed, promoted and advertised in accordance with all applicable [YOUR COUNTRY LAW] and regulations.","Trademark License Agreement","9",88,"https://templates.business-in-a-box.com/imgs/1000px/trademark-license-agreement-D5230.png","https://templates.business-in-a-box.com/imgs/250px/5230.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5230.xml",{"title":6,"description":6},[111,112],{"label":17,"url":96},{"label":113,"url":114},"Copyrights, Patents & Trademarks","copyrights-patent-trademark","trademark license agreement","/template/trademark-license-agreement-D5230",{"description":118,"descriptionCustom":6,"label":119,"pages":120,"size":9,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":125,"keywords":128,"url":129},"PATENT LICENSE AGREEMENT This Patent License Agreement (\"Agreement\") is made and effective the [Date] BETWEEN: [YOUR COMPANY NAME] (the \"Licensor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [LICENSEE NAME] (the \"Licensee\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS A. The Licensor is the sole and exclusive owner of, and has the sole and exclusive right to grant licenses under Letters Patent of [COUNTRY] issued to it, specifically, [NUMBER], entitled \"[NAME]\" and [NUMBER], entitled \"[NAME]\". B. Without admitting the validity of the above-mentioned patents, but solely for commercial purposes, the Licensee wishes to acquire the exclusive right and license to manufacture, sell and use apparatus embodying, employing and containing the invention patented in such Letters Patent, throughout the [COUNTRY] and its territories. In consideration of the matters described above, and of the mutual benefits and obligations set forth in this agreement, the parties agree as follows: GRANT OF LICENSE The Licensor grants to the Licensee the exclusive right and license to manufacture, sell and use apparatus embodying, employing and containing the inventions patented in the above-mentioned Letters Patent, throughout the [COUNTRY] and its territories, to the full end of the term or terms for which such Letters Patent have been or may be granted, and any reissue or reissues of such Letters Patent, unless this agreement is terminated prior to such term or terms, as provided below. REPRESENTATIONS OF LICENSOR The Licensor represents and warrants that it is the sole and exclusive owner of the entire right, title and interest in and to the above-mentioned [COUNTRY] Letters Patent, and that it has the right to grant the exclusive right, license and privilege granted in this agreement; that it has executed no agreement in conflict with this agreement; and that it has not granted to any other person, firm or corporation any right, license, shop-right, or privilege granted under this agreement. SCHEDULE OF ROYALTIES The Licensee agrees to pay the Licensor, commencing [date], and after that date, during the continuance of this agreement, royalties on apparatus embodying and containing the above-mentioned inventions, which are manufactured, sold, and sued by the Licensee; and such royalties shall be computed in the following manner: A sum based on a sliding scale, decreasing in accordance with the increased volume of sales of the Licensee, during any fiscal year, in accordance with the schedule set forth as follows: [specify]. RATE OF ROYALTIES The Licensee shall have the right, option and privilege of selecting the rate of royalty to be paid according to the schedule contained in Article Three of this agreement, and for that purpose Licensee may for three quarterly periods of any fiscal year pay royalties on the minimum basis, and in the final quarter report upon the basis of the actual number of apparatus sold during the year, and the royalty for the entire year shall be computed on a basis of such reduced royalty, and adjustment and payment made accordingly. For example, the Licensee may for three quarterly periods report on the basis of sale of [AMOUNT] or under, and payments of royalties shall be made at the rate of [AMOUNT] cents per hundred; when reporting for the fourth quarterly period, if the business done was much more extensive, Licensee may select a royalty at a lesser rate to cover the actual amount of sales, and the royalty payable for the entire year will be based upon such quantity","Patent License Agreement","3","https://templates.business-in-a-box.com/imgs/1000px/patent-license-agreement-D967.png","https://templates.business-in-a-box.com/imgs/250px/967.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#967.xml",{"title":6,"description":6},[126,127],{"label":17,"url":96},{"label":113,"url":114},"patent license agreement","/template/patent-license-agreement-D967",{"description":131,"descriptionCustom":6,"label":132,"pages":120,"size":133,"extension":10,"preview":134,"thumb":135,"svgFrame":136,"seoMetadata":137,"parents":139,"keywords":138,"url":144},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda",513,"https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":138,"description":6},"non disclosure agreement nda",[140,141],{"label":17,"url":96},{"label":142,"url":143},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":146,"descriptionCustom":6,"label":147,"pages":148,"size":149,"extension":10,"preview":150,"thumb":151,"svgFrame":152,"seoMetadata":153,"parents":154,"keywords":159,"url":160},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[155,156],{"label":17,"url":96},{"label":157,"url":158},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":162,"descriptionCustom":6,"label":163,"pages":164,"size":165,"extension":10,"preview":166,"thumb":167,"svgFrame":168,"seoMetadata":169,"parents":170,"keywords":174,"url":175},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[171],{"label":172,"url":173},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",false,{"seo":178,"reviewer":190,"legal_disclaimer":194,"quick_facts":195,"at_a_glance":197,"personas":201,"variants":226,"glossary":251,"clauses":288,"how_to_fill":338,"common_mistakes":379,"faqs":404,"industries":432,"comparisons":457,"diy_vs_lawyer":469,"jurisdictions":482,"related_template_ids_curated":503,"schema":511,"classification":512},{"meta_title":179,"meta_description":180,"primary_keyword":181,"secondary_keywords":182},"Assignment Of License Template (Free Word)","Free assignment of license template to transfer IP license rights from one party to another. Covers scope, consent, warranties, and indemnification. Free Word and PDF download.","assignment of license template",[183,184,185,186,187,188,189],"license assignment agreement","assignment of license agreement template","ip license assignment template","transfer of license rights template","intellectual property assignment template word","software license assignment agreement","assignment of license free download",{"name":191,"credential":192,"reviewed_date":193},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":196,"legal_review_recommended":194,"signature_required":194,"notarization_required":176},"advanced",{"what_it_is":198,"when_you_need_it":199,"whats_inside":200},"An Assignment of License is a legally binding agreement by which a licensee transfers some or all of their rights under an existing license to a third party — the assignee. This free Word download gives you a structured, attorney-reviewed starting point you can edit online and export as PDF, covering the scope of rights transferred, licensor consent, warranties, indemnification, and governing law in a single document.\n","Use it whenever a licensee needs to pass its licensed rights to another party — typically during a business acquisition, merger, restructuring, or when subletting a software or IP license to a successor entity. It is also required when a startup transfers its technology licenses to a holding company or when a company sells a product line that depends on third-party licensed IP.\n","Identification of the original license being assigned, the assignor, assignee, and licensor consent mechanism; the scope and limitations of rights transferred; representations and warranties from the assignor; indemnification obligations; and the effective date, governing law, and signature blocks.\n",[202,206,210,214,218,222],{"title":203,"use_case":204,"icon_asset_id":205},"Startup founders","Transferring technology or software licenses to a holding company during restructuring","persona-startup-founder",{"title":207,"use_case":208,"icon_asset_id":209},"M&A attorneys","Documenting the transfer of IP licenses as part of an asset purchase or merger","persona-attorney",{"title":211,"use_case":212,"icon_asset_id":213},"Small business owners","Assigning a licensed trade name or software platform to a buyer when selling the business","persona-small-business-owner",{"title":215,"use_case":216,"icon_asset_id":217},"Technology companies","Reassigning software or API licenses to a successor entity after a corporate spin-off","persona-tech-company",{"title":219,"use_case":220,"icon_asset_id":221},"Creative agencies","Transferring content or design software licenses when a client acquires the agency","persona-agency",{"title":223,"use_case":224,"icon_asset_id":225},"Operations directors","Formalizing the handover of enterprise platform licenses during a system migration","persona-operations-director",[227,231,235,239,242,245,248],{"situation":228,"recommended_template":229,"slug":230},"Transferring all licensed rights permanently to a new owner","Assignment of License (Full Transfer)","assignment-of-license-D940",{"situation":232,"recommended_template":233,"slug":234},"Allowing a third party to use rights without giving up your own","Sublicense Agreement","non-profit-partnership-agreement-D14023",{"situation":236,"recommended_template":237,"slug":238},"Transferring ownership of the underlying IP itself, not just the license","Intellectual Property Assignment Agreement","assignment-of-intellectual-property-D938",{"situation":240,"recommended_template":38,"slug":241},"Granting a new license directly from the IP owner to a new party","license-agreement-D1180",{"situation":243,"recommended_template":62,"slug":244},"Assigning a software license specifically during a business sale","software-license-agreement-D12928",{"situation":246,"recommended_template":103,"slug":247},"Assigning trademark use rights to a new entity","trademark-license-agreement-D5230",{"situation":249,"recommended_template":119,"slug":250},"Transferring a patent license to a third party","patent-license-agreement-D967",[252,255,258,261,264,267,270,273,276,279,282,285],{"term":253,"definition":254},"Assignor","The party holding the existing license who transfers their rights under it to the assignee.",{"term":256,"definition":257},"Assignee","The party receiving the transferred license rights and stepping into the assignor's position under the original agreement.",{"term":259,"definition":260},"Licensor","The original owner of the intellectual property or rights who granted the license in the first place.",{"term":262,"definition":263},"Anti-Assignment Clause","A provision in the original license agreement that prohibits the licensee from transferring their rights without the licensor's written consent.",{"term":265,"definition":266},"Consent to Assignment","Written approval from the licensor acknowledging and permitting the transfer of license rights from the assignor to the assignee.",{"term":268,"definition":269},"Scope of Rights","The specific bundle of licensed rights being transferred — which may be all rights under the original license or only a defined subset.",{"term":271,"definition":272},"Successor Liability","The principle that an assignee may inherit not only the rights but also the obligations and liabilities of the original licensee under the transferred license.",{"term":274,"definition":275},"Novation","A three-party agreement that replaces the original party in a contract with a new party, releasing the original party from all obligations — distinct from a simple assignment.",{"term":277,"definition":278},"Residual Rights","Any rights retained by the assignor after the assignment — for example, the right to continue using the licensed material for existing, pre-assignment purposes.",{"term":280,"definition":281},"Effective Date","The specific calendar date on which the assignment takes legal effect and the assignee assumes the rights and obligations transferred.",{"term":283,"definition":284},"Indemnification","A contractual obligation for one party to compensate the other for losses or liabilities arising from specified acts, breaches, or misrepresentations.",{"term":286,"definition":287},"Governing Law","The jurisdiction whose laws will be used to interpret and enforce the assignment agreement in the event of a dispute.",[289,294,299,304,309,314,319,323,328,333],{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Recitals and Background","Sets out the context for the assignment — identifies the original license agreement by name and date, summarizes the licensed rights, and explains why the assignment is occurring.","WHEREAS, Assignor is a party to that certain License Agreement dated [DATE] with [LICENSOR NAME] (the 'Original License'), pursuant to which Assignor was granted certain rights to use [DESCRIPTION OF LICENSED RIGHTS]; and WHEREAS, Assignor desires to assign all of its rights under the Original License to Assignee.","Referencing the original license by informal name only rather than full title and execution date — making it impossible to identify the correct agreement if disputes arise later.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Assignment of Rights","The operative clause that formally transfers the licensed rights from the assignor to the assignee, specifying whether all rights or only a defined subset are being transferred.","Assignor hereby assigns, transfers, and conveys to Assignee all of Assignor's right, title, and interest in and to the Original License, including all rights to use [DESCRIPTION OF LICENSED RIGHTS] in the territory of [TERRITORY], effective as of [EFFECTIVE DATE].","Using vague language like 'all rights' without specifying which rights the original license actually granted — creating ambiguity about what was transferred if the original license was only partial.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Licensor Consent","Confirms that the licensor has provided written consent to the assignment, as typically required by an anti-assignment clause in the original license.","Licensor hereby consents to the assignment of the Original License from Assignor to Assignee as set forth herein. This consent does not constitute a waiver of any anti-assignment provision with respect to any future assignment.","Proceeding without documenting licensor consent when the original license contains an anti-assignment clause — rendering the entire assignment void or voidable at the licensor's election.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Assumption of Obligations","States that the assignee agrees to perform all of the assignor's obligations under the original license from the effective date forward, including payment of any ongoing fees.","Assignee hereby accepts the foregoing assignment and assumes all obligations of Assignor arising under the Original License on and after the Effective Date, including payment of [LICENSE FEES / ROYALTIES] as set forth in Section [X] of the Original License.","Omitting a clear assumption of obligations clause, leaving the licensor uncertain whether the assignor or assignee is responsible for ongoing royalty payments and compliance obligations.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Representations and Warranties of Assignor","The assignor confirms that the original license is valid and in good standing, that it has the right to assign, and that it has not previously assigned or encumbered the same rights.","Assignor represents and warrants that: (a) the Original License is in full force and effect; (b) Assignor has not previously assigned, pledged, or encumbered the rights being assigned; and (c) Assignor is not in breach of any obligation under the Original License.","Omitting a warranty that the assignor has not already sublicensed or pledged the same rights to a third party — exposing the assignee to competing claims against the same license.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Representations and Warranties of Assignee","The assignee confirms it has the authority to enter the assignment, will comply with all terms of the original license, and has reviewed and accepted those terms.","Assignee represents and warrants that: (a) it has full authority to enter into this Assignment; (b) it has reviewed the Original License and agrees to be bound by all terms and conditions thereof; and (c) its use of the licensed rights will comply with applicable law.","Skipping assignee warranties entirely, leaving the assignor and licensor with no contractual basis to pursue the assignee if it violates the original license terms.",{"name":283,"plain_english":320,"sample_language":321,"common_mistake":322},"Allocates responsibility for losses arising from pre-assignment breaches (assignor's responsibility) and post-assignment breaches (assignee's responsibility).","Assignor shall indemnify and hold harmless Assignee from any claims arising from Assignor's breach of the Original License prior to the Effective Date. Assignee shall indemnify and hold harmless Assignor from any claims arising from Assignee's breach of the Original License on or after the Effective Date.","Using a unilateral indemnification that only protects one side — leaving the other party exposed to third-party claims arising from the period before or after the effective date.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Release of Assignor","Confirms whether the licensor releases the assignor from further obligations under the original license after the assignment — or whether the assignor remains secondarily liable.","Upon execution of this Assignment and subject to Licensor's written consent, Assignor shall be released from all obligations arising under the Original License on and after the Effective Date, provided Assignee has assumed such obligations in full.","Assuming the assignor is automatically released from liability at assignment without an express release — courts in most jurisdictions hold that assignors remain secondarily liable absent an explicit novation or release.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Governing Law and Dispute Resolution","Specifies which jurisdiction's laws govern the assignment and how disputes will be resolved — litigation, arbitration, or mediation.","This Assignment shall be governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to its conflict-of-law principles. Any dispute arising hereunder shall be resolved by [binding arbitration / litigation] in [CITY / FORUM].","Choosing a governing law that differs from the governing law of the original license without analyzing whether the two documents may be interpreted inconsistently under different legal standards.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Entire Agreement and Amendment","Confirms that this document, together with the original license, constitutes the full agreement between the parties and can only be changed in writing.","This Assignment, together with the Original License, constitutes the entire agreement of the parties with respect to the subject matter hereof. No amendment shall be effective unless in writing and signed by all parties.","Omitting reference to the original license in the entire-agreement clause, creating uncertainty about whether conflicting terms in the two documents should be reconciled.",[339,344,349,354,359,364,369,374],{"step":340,"title":341,"description":342,"tip":343},1,"Identify and attach the original license agreement","Record the full legal name, execution date, and parties to the original license. Attach it as Exhibit A or reference it precisely so all parties can confirm the exact rights being assigned.","Review the original license for anti-assignment language before completing any other section — if consent is required and not obtained, the assignment is void from the start.",{"step":345,"title":346,"description":347,"tip":348},2,"Confirm licensor consent in writing before signing","If the original license contains an anti-assignment clause, obtain and document the licensor's written consent before executing the assignment. Include the consent as part of the agreement or as a countersignature block.","Request consent early in the deal timeline — licensors can take 2–6 weeks to review and approve assignments, especially for enterprise software licenses.",{"step":350,"title":351,"description":352,"tip":353},3,"Define the scope of rights being transferred","Specify whether you are assigning all rights under the original license or only a defined subset — such as rights limited to a specific territory, product line, or field of use.","If assigning only partial rights, confirm that the original license actually permits partial assignment — many licenses require an all-or-nothing transfer.",{"step":355,"title":356,"description":357,"tip":358},4,"Complete the assignor and assignee details","Enter the full legal name, registered address, and entity type for both the assignor and the assignee. Use the exact names as they appear in corporate registry filings.","For M&A transactions, use the acquirer's post-closing legal name rather than the deal nickname — the registered entity name governs enforcement.",{"step":360,"title":361,"description":362,"tip":363},5,"Set the effective date precisely","Enter a specific calendar date on which the assignment takes effect. For transactions tied to a closing date, use 'the date of closing' as defined in the purchase agreement and cross-reference it.","Avoid 'as of' backdating unless all parties have explicitly agreed and applicable law permits it — retroactive assignments raise tax and audit issues in some jurisdictions.",{"step":365,"title":366,"description":367,"tip":368},6,"Draft the assumption of obligations clause carefully","Confirm which obligations the assignee is assuming — all obligations from the effective date forward, or only specific ones. List any ongoing payment obligations, compliance requirements, or use restrictions explicitly.","If the original license includes a minimum royalty or usage fee, state the exact dollar amount in the assumption clause so the assignee has clear notice of what it is accepting.",{"step":370,"title":371,"description":372,"tip":373},7,"Negotiate and complete the indemnification split","Allocate pre-assignment liabilities to the assignor and post-assignment liabilities to the assignee. Include a survival clause so indemnification obligations continue after the assignment closes.","Cap indemnification exposure at the total fees paid or payable under the original license to prevent open-ended liability on either side.",{"step":375,"title":376,"description":377,"tip":378},8,"Execute with all required signatures before the effective date","Collect signatures from the assignor, assignee, and — where required — the licensor. Ensure authorized signatories sign in their legal capacity (e.g., as CEO or Director).","Distribute fully-executed counterparts to all three parties and store a copy with the original license in your contract management system immediately after signing.",[380,384,388,392,396,400],{"mistake":381,"why_it_matters":382,"fix":383},"Assigning without licensor consent","Most commercial and software license agreements contain anti-assignment clauses. An assignment completed without required consent is void or voidable, meaning the licensor can terminate the original license entirely — leaving the assignee with no rights at all.","Review the original license for anti-assignment language and obtain written consent from the licensor before executing the assignment. Document consent as a countersignature or separate consent letter.",{"mistake":385,"why_it_matters":386,"fix":387},"Failing to document the assignor's release from liability","Without an express release or novation, the assignor typically remains secondarily liable for the assignee's performance under the original license. This can expose the assignor to claims years after the assignment closes.","Include an explicit release clause or negotiate a novation agreement with the licensor that formally substitutes the assignee for the assignor and extinguishes the assignor's continuing obligations.",{"mistake":389,"why_it_matters":390,"fix":391},"Using inconsistent governing law between the assignment and the original license","If the assignment is governed by a different jurisdiction than the original license, courts may apply different rules to interpret the same licensed rights — creating conflicting outcomes in a dispute.","Default to the same governing law as the original license unless there is a compelling reason to deviate, and include a conflict-resolution clause if the laws must differ.",{"mistake":393,"why_it_matters":394,"fix":395},"Omitting warranties that the assignor has not previously encumbered the rights","If the assignor has previously sublicensed, pledged, or assigned the same rights to another party, the assignee may receive a clouded or worthless interest — with no contractual recourse unless a warranty was given.","Include a representation and warranty from the assignor confirming that the rights being assigned are free and clear of all prior assignments, pledges, sublicenses, and encumbrances.",{"mistake":397,"why_it_matters":398,"fix":399},"Specifying the scope of assigned rights too broadly or too vaguely","Assigning 'all rights' when the original license only granted limited rights creates an assignment that purports to transfer more than the assignor ever held — which courts will narrow, creating uncertainty for the assignee.","Attach the original license as an exhibit and tie the scope of the assignment expressly to the rights granted in that document, using the same defined terms.",{"mistake":401,"why_it_matters":402,"fix":403},"Missing assumption of ongoing payment obligations","If ongoing royalty or license fee obligations are not expressly assumed by the assignee, the licensor may look to the assignor for payment — and the assignor has no contractual right of reimbursement against the assignee.","List all ongoing financial obligations from the original license — including payment dates, amounts, and royalty rates — explicitly in the assumption of obligations clause.",[405,408,411,414,417,420,423,426,429],{"question":406,"answer":407},"What is an assignment of license?","An assignment of license is a legal document by which a licensee transfers some or all of their rights under an existing license agreement to a third party called the assignee. The assignee steps into the licensee's position and is bound by the terms of the original license. It is commonly used in business sales, mergers, acquisitions, and corporate restructurings where licensed IP rights need to follow the business or assets being transferred.\n",{"question":409,"answer":410},"What is the difference between an assignment of license and a sublicense?","An assignment transfers the licensee's rights to a new party entirely — the assignor typically exits the picture. A sublicense grants a third party the right to use the licensed material while the original licensee retains their own rights and remains a party to the original license. Assignments are permanent transfers; sublicenses are derivative grants that depend on the original license remaining in force.\n",{"question":412,"answer":413},"Do I need the licensor's consent to assign a license?","In most cases, yes. Most commercial license agreements include an anti-assignment clause requiring the licensor's prior written consent before any assignment is effective. Assigning without that consent typically renders the assignment void or gives the licensor the right to terminate the original license. Always review the original agreement before proceeding and obtain consent in writing.\n",{"question":415,"answer":416},"What is the difference between an assignment of license and a novation?","An assignment transfers rights from the assignor to the assignee but does not automatically release the assignor from liability under the original license — the assignor may remain secondarily responsible. A novation is a three-party agreement in which the original party is completely replaced by the new party, and the original party is expressly released from all obligations. If a full release of the assignor is important, negotiate a novation rather than a simple assignment.\n",{"question":418,"answer":419},"What happens to the assignor's obligations after an assignment of license?","Unless there is an express release or novation, the assignor typically remains secondarily liable to the licensor for obligations arising under the original license even after the assignment. To eliminate this ongoing exposure, the assignment should include an express release clause signed by the licensor, or the parties should execute a formal novation agreement that substitutes the assignee for the assignor entirely.\n",{"question":421,"answer":422},"Can a partial license be assigned — for example, rights in one territory only?","Yes, if the original license permits partial assignment and the licensor consents. A partial assignment transfers only a defined subset of rights — such as rights in a specific territory, for a specific product line, or for a limited period. The original license should be reviewed carefully because some licenses prohibit partial assignments and require an all-or-nothing transfer.\n",{"question":424,"answer":425},"Is an assignment of license the same as an assignment of intellectual property?","No. An assignment of IP transfers ownership of the underlying intellectual property itself — the patent, copyright, trademark, or trade secret. An assignment of license transfers only the right to use the IP under the terms of an existing license. The licensor retains ownership of the IP in a license assignment; ownership changes hands only in an IP assignment.\n",{"question":427,"answer":428},"What law governs an assignment of license?","The governing law is typically the jurisdiction chosen in the assignment agreement itself, which should usually match the governing law in the original license to avoid inconsistent interpretation. In the US, state contract law governs most IP license assignments, with Article 9 of the UCC potentially applying to security interests in licensed rights. In the UK and EU, additional statutory rules may apply to the assignment of specific IP types such as copyright or patents.\n",{"question":430,"answer":431},"Do I need a lawyer to complete an assignment of license?","For straightforward assignments — such as transferring a single software license in a simple business sale — a high-quality template is a solid starting point. Engage a lawyer when the licensed IP is material to the deal value, when the original license is complex or has significant ongoing payment obligations, when the assignment is part of a larger M&A transaction, or when the parties operate across multiple jurisdictions with different IP laws. A 1–2 hour review typically costs $400–$800 and is worthwhile for any assignment involving IP that is core to the business.\n",[433,437,441,445,449,453],{"industry":434,"icon_asset_id":435,"specifics":436},"Technology / SaaS","industry-saas","Software license assignments are routine in SaaS acquisitions; the original license terms — including SLAs, seat limits, and use restrictions — transfer to the acquirer and must be confirmed acceptable before closing.",{"industry":438,"icon_asset_id":439,"specifics":440},"Media and Entertainment","industry-media","Music, film, and publishing licenses involve complex layered rights; assignments require clearance from all upstream licensors and must address synchronization, distribution, and performance rights separately.",{"industry":442,"icon_asset_id":443,"specifics":444},"Pharmaceutical and Life Sciences","industry-healthtech","Drug compound and research tool licenses often contain field-of-use restrictions and sublicensing prohibitions; assignments in licensing deals or spin-outs must be cleared with the originating research institution or licensor.",{"industry":446,"icon_asset_id":447,"specifics":448},"Manufacturing","industry-manufacturing","Patent and process technology licenses tied to production lines require assignment when a facility is sold; failure to assign before closing can leave the buyer operating without authorization to use core manufacturing IP.",{"industry":450,"icon_asset_id":451,"specifics":452},"Professional Services","industry-professional-services","Consulting and advisory firms frequently hold software, database, or proprietary tool licenses that must be formally assigned when the firm is acquired or merged, as many enterprise licenses are non-transferable without consent.",{"industry":454,"icon_asset_id":455,"specifics":456},"Retail / E-commerce","industry-retail","Brand licensing and franchise-adjacent retail arrangements require assignment documentation when a retail brand or product line changes ownership, particularly where trademark license terms restrict the categories or channels of use.",[458,460,463,466],{"vs":237,"vs_template_id":238,"summary":459},"An IP assignment transfers ownership of the underlying intellectual property — the patent, copyright, or trademark itself — from one party to another. An assignment of license transfers only the right to use IP under an existing license; the original owner retains title. Use an IP assignment when you are buying or selling the IP outright; use a license assignment when you are only transferring usage rights that were granted under a prior agreement.",{"vs":38,"vs_template_id":461,"summary":462},"license-agreement-D161","A license agreement creates a new grant of rights directly from the IP owner to a licensee. An assignment of license transfers an existing licensee's rights to a third party without creating a new grant. If the licensor is willing to issue a fresh license to the new party directly, a new license agreement is cleaner than an assignment and avoids successor-liability concerns.",{"vs":233,"vs_template_id":464,"summary":465},"","A sublicense lets the original licensee grant use rights to a sub-licensee while retaining its own rights and remaining bound by the original license. An assignment permanently transfers the licensee's position to the assignee. Choose a sublicense when the original licensee needs to continue using the IP; choose an assignment when the licensee is exiting and wants to transfer the entire position to someone else.",{"vs":467,"vs_template_id":464,"summary":468},"Business Sale Agreement","A business sale agreement transfers ownership of a company or its assets — including, by reference, its licenses. However, most licenses contain anti-assignment clauses that are triggered by asset sales. A standalone assignment of license (with licensor consent) provides the specific documentary evidence that each transferred license has been properly assigned, which a general bill of sale alone does not.",{"use_template":470,"template_plus_review":474,"custom_drafted":478},{"best_for":471,"cost":472,"time":473},"Simple one-license transfers in a business sale where the licensor has already confirmed consent and the license has no ongoing royalty obligations","Free","30–60 minutes",{"best_for":475,"cost":476,"time":477},"Assignments involving multiple licenses, ongoing royalties, IP material to business value, or cross-border parties","$400–$800","2–5 days",{"best_for":479,"cost":480,"time":481},"Complex M&A transactions, pharmaceutical or patent licensing portfolios, or assignments requiring negotiated novations with institutional licensors","$2,000–$8,000+","1–4 weeks",[483,488,493,498],{"code":484,"name":485,"flag_asset_id":486,"note":487},"us","United States","flag-us","US courts generally enforce anti-assignment clauses strictly, meaning an assignment completed without required consent is void rather than merely voidable in many states. Article 9 of the UCC may apply where a license is used as collateral. In bankruptcy, Section 365(c) of the Bankruptcy Code further restricts the assumption and assignment of non-exclusive IP licenses in certain circumstances. State law varies on whether patent licenses can be assigned without consent.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"ca","Canada","flag-ca","Canadian courts apply general contract principles to license assignments; anti-assignment clauses are enforceable but courts may consider whether consent was unreasonably withheld. Quebec follows civil law principles under the Civil Code, which treats assignment of contracts differently from common-law provinces. Assignments of copyright licenses must comply with the Copyright Act, which requires the assignment to be in writing and signed by the assignor.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"uk","United Kingdom","flag-uk","Under UK law, the assignment of contractual rights is generally permitted under Section 136 of the Law of Property Act 1925 unless prohibited by the contract. Anti-assignment clauses are enforceable and strictly interpreted. Copyright assignments under the Copyright, Designs and Patents Act 1988 must be in writing signed by the assignor. Post-Brexit, EU IP frameworks no longer apply automatically, and UK-specific registration may be required for assigned IP rights.",{"code":499,"name":500,"flag_asset_id":501,"note":502},"eu","European Union","flag-eu","EU member states each have their own IP and contract laws, but common principles apply: copyright assignments must be in writing under most national laws, and anti-assignment clauses are generally enforceable. GDPR considerations arise when the licensed material involves personal data processing rights. In Germany and France, moral rights in copyright cannot be fully assigned, which can limit the scope of a license assignment involving authored works. Cross-border assignments within the EU should specify which member state's law governs.",[238,241,244,247,250,504,505,506,507,508,509,510],"non-disclosure-agreement-nda-D12692","asset-purchase-agreement-D928","independent-contractor-agreement-D160","technology-transfer-agreement-D919","joint-venture-agreement-D889","letter-of-intent_acquisition-of-business-D5197","agreement-of-purchase-and-sale-of-business-assets-D318",{"emit_how_to":194,"emit_defined_term":194},{"primary_folder":96,"secondary_folder":513,"document_type":514,"industry":515,"business_stage":516,"tags":517,"confidence":523},"intellectual-property-and-licensing","agreement","general","all-stages",[518,519,520,521,522],"intellectual-property","license","contract","legal","assignment",0.95,"\u003Ch2>What is an Assignment of License?\u003C/h2>\n\u003Cp>An \u003Cstrong>Assignment of License\u003C/strong> is a legally binding agreement by which a licensee — the party holding rights under an existing license — formally transfers some or all of those rights to a new party, called the assignee. Unlike creating a new license, an assignment steps the assignee directly into the original licensee's position, making them subject to the same terms, restrictions, and obligations that governed the original grant. The document identifies the original license being transferred, confirms the licensor's consent where required, records the assignee's assumption of ongoing obligations, and allocates liability between the parties for pre- and post-assignment breaches. It is a distinct instrument from a sublicense (which preserves the original licensee's own rights) and from an IP assignment (which transfers ownership of the underlying intellectual property itself rather than just the right to use it).\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a properly executed assignment of license, a business transfer, merger, or restructuring that relies on third-party licensed IP can unravel entirely. Most commercial, software, and IP license agreements contain anti-assignment clauses: proceeding without documented licensor consent gives the licensor grounds to terminate the original license immediately — stripping the acquirer or successor of any right to use the technology, brand, or content they thought they were receiving. Beyond consent, an undocumented assignment leaves both parties exposed: the assignor may remain liable for the assignee's future breaches without any contractual recourse, and the assignee may inherit obligations — ongoing royalties, use restrictions, compliance requirements — they were never formally told about. A complete, signed assignment of license closes these gaps, provides a clear paper trail for audits and future transactions, and protects both parties if the licensor or a successor ever challenges the validity of the transfer.\u003C/p>\n",1781186040516]