Transfer of right agreement
FROM 450 € tax.excl
If you have hired a service provider to create the source code for your software, or to create the drawings for your prototype, or any other creation that falls under copyright, you need a transfer of rights agreement!
What is a tranfer of rights agreement ?
The transfer of rights agreement is a contract by which the transfer of ownership of an immaterial good and the rights attached to it takes place. It is similar to a sales contract. Often used for intellectual property rights, it can be adapted to industrial property rights (patents, trademarks, designs and models) as well as to copyright (artistic creations, software).
The transfer of rights agreement entails the full transfer of ownership of the intangible property and must therefore meet a number of conditions. It must be written.
Depending on whether it is a patent assignment or a copyright assignment, the important clauses of the contract may differ.
This contract must therefore be very well drafted for an effective protection of the parties, hence the interest to call upon a professional.
How to assign a patent?
For a patent assignment, you should pay attention to a few important points:
- The rights transferred (the right to exploit the invention, the right to extend the title internationally or the prerogatives to defend the title (in case of infringement action for example))
- The guarantee against eviction by the assignor and by third parties (the assignor (the seller) assures the assignee (the buyer) that he is the exclusive owner of the invention and that this assignment will not harm persons outside the contract)
- The fixing of the price: the transfer of rights being a sale, it can be made in return for a price, it is then onerous. The price fixation generally takes into account the expenses made by the assignor for the life of his invention (application for patent registration, exploitation…). It can also be free of charge or for a symbolic sum of one euro, which is generally the case when the assignor transfers the invention to his company.
It should be noted that the assignment can only be made for an already existing invention, thus the assignment of a future invention is forbidden.
If the existence of the invention is mandatory, the existence of the patent is not, since an unpatented invention or an invention for which a patent application has been filed for less than one year is possible. This case requires clarification.
In addition to the above-mentioned rights, it will also be necessary to add the assignment of the priority right. If your assignment contract is concluded with a foreign co-contractor and concerns this type of invention, the assignment of this priority right must be mentioned.
The case of the transfer of artworks: moral and economic rights
Concerning the transfer of copyright agreement, the content of the contract will be different.
Copyright is divided into two types of rights: economic rights (right of representation and reproduction of the work) and moral rights (right of disclosure, right of paternity, right to respect the integrity of the work and right to withdraw the work).
For a copyright assignment, only the economic rights can be assigned. The moral rights cannot be the object of this contract, it remains the property of the author.
The contract of transfer of copyright must include certain obligatory mentions under penalty of being cancelled:
- The economic rights assigned clearly in a separate mention (the right of reproduction, representation, adaptation, translation etc.);
- The duration of the transfer of rights (in practice the duration is that of copyright, i.e. the whole life of the author and 70 years post mortem);
- The extent of distribution of the assigned rights (such as the number of products produced, or the use of the rights on a media for example);
- The destination of these rights (if the work is an artistic creation or ab applied art creation for example);
- The distribution territory (for which countries in particular or for the whole world);
- The method of calculating the remuneration of the author assigning his rights (whether it will be a proportional or lump sum remuneration)
A transfer of rights agreement must therefore be very well drafted for an effective protection of the parties, hence the interest to call upon a professional. Our team will listen to your needs and accompany you in the transfer of your invention or your work of the mind.