Party 1 Full Name of the Entity: Commercial registration number: Tax number: Address of the head office: Name of the authorized legal representative signing: Title of the representative (Director/Delegate): Phone: Email: | Party 2 Full Name of the Entity: Commercial registration number: Tax number: Address of the head office: Name of the authorized legal representative signing: Title of the representative (Director/Delegate): Phone: Email: |
This contract is concluded between the parties whose complete details are indicated in the attached contracting form, referred to herein as "the First Party" (the assignor / current owner of the intellectual property rights) and "the Second Party" (the assignee / acquirer of the intellectual property rights), collectively referred to as "the Parties". In accordance with the provisions of the Egyptian Civil Law No. 131 of 1948, the Intellectual Property Rights Protection Law No. 82 of 2002 (especially Articles 1-178 concerning all types of intellectual property), the Trademark Law No. 45 of 2002, the Commercial Law No. 17 of 1999, the Personal Data Protection Law No. 151 of 2020, and the applicable laws and regulations in the Arab Republic of Egypt, this agreement aims to regulate the comprehensive assignment of all intellectual property rights between the First Party (the assignor / current owner of the intellectual property rights) and the Second Party (the assignee / acquirer of the intellectual property rights), wherein the assignor hereby transfers all its rights and interests in the intellectual property (including patents, trademarks, copyrights, trade secrets, designs, industrial models, and any other related rights, along with all derivative rights) to the assignee, in exchange for an agreed financial remuneration, specifying the assignor's obligations to register the assignment in the relevant official records, and to ensure that the rights are free from any disputes, liens, or obligations, along with compensation and penalty conditions, and rights to rescission and termination, all within a framework of transparency and commitment to the highest standards of intellectual property protection and the regulations governing it in the Arab Republic of Egypt. The parties have agreed to the following:
Article (1) Definitions of the Contract
1- The words and phrases mentioned below - wherever they appear in this agreement - shall have the meanings indicated next to each of them, unless the context requires a different meaning:
2- The contract: refers to this intellectual property rights assignment agreement in all its provisions and appendices, with its preamble constituting an integral part thereof.
3- The assignor: the first party to this contract, being the current legal owner of the intellectual property rights, who transfers ownership to the assignee.
4- The assignee: the second party to this contract, being the natural or legal person who acquires the intellectual property rights from the assignor.
5- Intellectual property: all legal rights related to intellectual and scientific and industrial creations, including but not limited to:
6- Patents: rights related to inventions in any field of technology.
7- Trademarks: rights related to distinctive signs of products or services.
8- Copyright: rights related to literary, artistic, and scientific works.
9- Neighboring rights: rights related to the performances of artists, sound recordings, and broadcast transmissions.
10- Trade secrets: confidential information that provides its holder with a competitive advantage.
11- Industrial designs and models: rights related to the decorative or aesthetic designs of products.
12- Database rights: rights related to protected databases.
13- Plant rights: rights of plant breeders.
14- Any other rights: any other intellectual property rights recognized under applicable laws and regulations.
15- Protected works: all literary, artistic, and scientific works that are protected by copyright, specified in Appendix (1) of this contract.
16- Inventions: all inventions protected by patents, specified in Appendix (2) of this contract.
17- Trademarks: all registered or pending trademarks, specified in Appendix (3) of this contract.
18- Trade secrets: all confidential and technical information of commercial value, specified in Appendix (4) of this contract.
19- Other intellectual property rights: any other intellectual property rights not specified in the above appendices, defined in Appendix (5) of this contract.
20- Registration certificates: all certificates and official documents issued by the relevant authorities that prove ownership or registration of intellectual property rights.
21- Assignment value: the monetary amount that the assignee is obliged to pay to the assignor in exchange for the assignment of intellectual property rights, as specified in Article (5) of this contract.
22- Registration of the assignment: the process of registering the assignment of intellectual property rights in the official records with the relevant authorities (Patent Office, Trademark Office, Authors' Union, etc.), such that the assignee becomes the legally registered owner of the rights.
23- Liens and obligations: any rights of third parties on the intellectual property (lien, encumbrance, prior license, or any other obligation), which must be cleared by the assignor before the transfer of ownership.
24- Geographical scope: the countries or regions in which the intellectual property rights have been registered or used, which are assigned under this contract.
25- Related parties: include subsidiaries, parent companies, sister companies, as well as directors, employees, contractors, consultants, agents, and representatives.
Article (2) Subject of the Contract and Intellectual Property Rights Subject to the Assignment