Ip Rights Assignment Agreement For Debt

Have you ever wondered if it was possible for someone to take over a contractual agreement for you? Perhaps a successor or protege is to step into your shoes, or you are entering into a business partnership where you feel the rights and obligations would be better handled by the other party. Perhaps you just want to get out of a loan you have no way of paying, and someone offers to take on the burden for you. Instead of voiding your contract (which might be a legal breach and cause trouble) and having the person or entity sign a new contract, you can use an assignment agreement contract.

Assignment agreements will shift all your rights and obligations to the third party, your saving grace. These Agreement Templates will show you how and when this can be done.

Lease Assignment Agreement Template

Tenant Assignment Agreement Template

Free Assignment Agreement Template

Patent Assignment Agreement Sample

Software Assignment Agreement Sample

What Can You Assign?

What kinds of contractual relationships and obligations can you (the assignor) transfer to someone else (the assignee)? Quite a lot, actually. Here are just some sample contracts to show you the possible scenarios.

One most common scenario is for getting out of debts:

  • You can shift all obligations of a debt you owe over to someone you trust, who is more capable to pay it off. This is done using some form of the Debt Assignment Agreement Template.
  • Similar to the debt assignment is the Assumption Assignment Agreement, which is another way to get out of your mortgage by having a third party assume the obligation of loan repayment.

There are also times you will need to transfer intellectual property rights. This happens during company mergers and amalgamations, for instance. Some contracts to accomplish this role shift:

  • Patent Assignment Agreement Sample allows the inventor to hand over the intellectual property rights of the invention to another individual or entity.
  • This is similar to the Copyright Assignment Agreement Sample.
  • Software Assignment Agreement Sample is another example where developers of proprietary software can then transfer all intellectual property rights.

Lease rights and rental obligations of physical property can also be assigned. (Although if you want to quickly transfer real estate to someone in your family, a quitclaim deed is the way to do it.)

  • See Tenant Assignment Agreement Template and Lease Assignment Agreement Template for straightforward examples.
  • See Equipment Assignment Agreement Template to temporarily assign the responsibilities of equipment to a subordinate, for example.

Related Agreements

Perhaps you want to want to establish a supplier-distributor relationship with someone else who will be reselling your product. In this case, you will need a Distribution Agreement.

Similarly, if you just want to give someone the right to use property you own, while you keep your ownership rights, use a Lease Agreement.

If you’re lending money, use a Loan Agreement.

Copyright Assignment Agreement Sample

Debt Assignment Agreement Template

Assumption Assignment Agreement Template

Contract Assignment Agreement

Equipment Assignment Agreement Template

What to Do with These Templates

You can download these free PDF documents as reference material. They will serve to inform you of your options down the road if you find yourself ever needing to transfer any obligations as we’ve discussed.

Here’s a bonus template for a converse scenario: If you’re an employer and wish to take away rights and obligations of an employee you are terminating, use a Settlement Agreement.

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EXECUTION VERSION

SEPARATION AGREEMENT

by and between

E. I. DU PONT DE NEMOURS AND COMPANY

and

THE CHEMOURS COMPANY


Dated as of June 26, 2015




TABLE OF CONTENTS

Page

Article I

DEFINITIONS AND INTERPRETATION

Article II

THE SEPARATION

Article III

CERTAIN ACTIONS AT OR PRIOR TO THE DISTRIBUTIONS

Article IV

THE DISTRIBUTION


i



Article V

CERTAIN COVENANTS

Article VI

INDEMNIFICATION

Article VII

PRESERVATION OF RECORDS; ACCESS TO INFORMATION; CONFIDENTIALITY; PRIVILEGE


ii



Article VIII

DISPUTE RESOLUTION

Article IX

INSURANCE

Article X

MISCELLANEOUS


iii




iv



Index of Defined Terms

Section 1.1

General

2

Section 1.2

References; Interpretation

27

Section 2.1

General

28

Section 2.2

Restructuring: Transfer of Assets; Assumption of Liabilities

28

Section 2.3

Treatment of Shared Contracts

30

Section 2.4

Intercompany Accounts, Loans and Agreements

31

Section 2.5

Limitation of Liability; Intercompany Contracts

32

Section 2.6

Transfers Not Effected at or Prior to the Effective Time;

Transfers Deemed Effective as of the Effective Time

32

Section 2.7

Conveyancing and Assumption Instruments

34

Section 2.8

Further Assurances; Ancillary Agreements

34

Section 2.9

Novation of Liabilities; Indemnification

36

Section 2.10

Guarantees; Credit Support Instruments

37

Section 2.11

Disclaimer of Representations and Warranties

39

Section 2.12

Chemours Financing Arrangements

40

Section 2.13

Cash Management; Cash Adjustment

40

Section 3.1

Organizational Documents

45

Section 3.2

Directors

45

Section 3.3

Officers

45

Section 3.4

Resignations and Removals

45

Section 3.5

Ancillary Agreements

46

Section 4.1

Stock Dividend to DuPont Stockholders; Distribution

46

Section 4.2

Fractional Shares

46

Section 4.3

Actions in Connection with the Distribution

47

Section 4.4

Sole Discretion of DuPont

48

Section 4.5

Conditions to Distribution

48

Section 5.1

Cooperation

50

Section 5.2

Retained Names

50

Section 5.3

CFATS Plan Compliance

51

Section 5.4

Non-Competition

51

Section 6.1

Release of Pre-Distribution Claims

53

Section 6.2

Indemnification by DuPont

56

Section 6.3

Indemnification by Chemours

57

Section 6.4

Procedures for Indemnification

57

Section 6.5

Cooperation in Defense and Settlement

60

Section 6.6

Indemnification Payments

61

Section 6.7

Indemnification Obligations Net of Insurance Proceeds and Other Amounts

61

Section 6.8

Contribution

62

Section 6.9

Additional Matters; Survival of Indemnities

62

Section 6.10

Environmental Matters

62

Section 7.1

Preservation of Corporate Records

65

Section 7.2

Financial Statements and Accounting

66

Section 7.3

Provision of Corporate Records

67

Section 7.4

Witness Services

70

Section 7.5

Reimbursement; Other Matters

70

Section 7.6

Confidentiality

71

Section 7.7

Privilege Matters

72

Section 7.8

Ownership of Information

74

Section 7.9

Other Agreements

75

Section 9.1

Insurance Matters

78

Section 9.2

Certain Matters Relating to DuPont’s Organizational Documents

81

Section 9.3

Directors and Officers Liability Insurance

81

List of Exhibits

Exhibit A

Employee Matters Agreement

Exhibit B

Tax Matters Agreement

Exhibit C

Transition Services Agreements

Exhibit D

IP Assignment Agreements

Exhibit E

IP Cross License

Exhibit F

IT Asset License

Exhibit G

IT TSA

Exhibit H

Off-Site Storage Cost Sharing Agreement

Exhibit I

Form of Dupont GCAP Statement

Defined Term

Section

Action

1.1(1)

Affiliate

1.1(2)

Agreement

Preamble

Ancillary Agreements

1.1(4)

Arbitral Tribunal

8.2(a)

Asset Transferors

Categories: 1

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