Transfer of ownership

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1. PARTIES
Between

Name:
Address:
Tel:
CPR/CVR no:

hereinafter referred to as the Seller
and

Name:
Address:
Tel:
CPR/CVR no:

hereinafter referred to as the Buyer

the following agreement has been entered into on this date.

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2. PURPOSE

The purpose of the present agreement is

[The partiesí objective in transferring the Invention etc. to be inserted here.]

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3. DEFINITIONS

[The parties insert relevant definitions.]

The Invention:

[Describe the Invention.]

Confidential Information:
Confidential Information is taken to mean information which is passed on by (or on behalf of) one party to the other party under this agreement and which is marked ďconfidentialĒ or which, due to its nature, content or the circumstances under which it is made public, can reasonably be considered to be confidential. This does not include information which was already in the public domain when it was received (without this being attributable to the recipientís actions), information which was legally given to the recipient by a third party or information which was passed on due to a legal obligation or order to do so from a court or public authority.

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4. THE SELLERíS MAIN OBLIGATION(S)

On signing the present agreement, the Seller transfers definitively, exclusively and without restriction all rights to and the full use as owner of the Invention defined in detail in section 3. With this transfer, the Buyer receives an exclusive right to both commercially and otherwise use and control the Invention, including the right to manufacture, use, market and sell the Invention or products in which the Invention is utilised and also any form of licensing with a view to similar use of the Invention by third parties.

The rights to the Invention also cover other material, documentation and related know-how, copyrights, etc. associated with the Invention, provided the Seller owns these and it is considered necessary for the Buyer to use the Invention effectively.

5. THE SELLERíS OTHER OBLIGATIONS
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5.1 The Sellerís right to sell the Invention

The Seller declares that he is the rightful owner of the Invention, that he does not know of any other individuals with rights to the Invention and that the Invention can be freely transferred.

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5.2 The Sellerís access to transfer to other buyers

From the time of transfer, the Seller is prevented from disposing of the Invention.

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5.3 The Sellerís modifications and further development

Should the Seller, following the transfer, make developments, improvements and similar modifications to the Invention such that new inventions or results arise, the inventions or results in question belong to the Seller.

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5.4 The Sellerís assistance

The Seller shall provide the Buyer the assistance necessary for registration or re-registration of the patent. All fees for registration which are incurred after the present agreement is signed are to be paid by the Buyer in accordance with section 6.

In the event of the Seller not wishing or being unable to assist in the registration or re-registration of the patent, the Seller will entrust the Buyer with the mandate to act on behalf of the Seller.

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6. THE BUYERíS FINANCIAL OBLIGATIONS

The Buyer will pay the Seller a one-off payment of DKK [insert amount] for the aforementioned transfer of ownership, which falls due for cash payment when the present agreement is signed.

All expenses associated with the Invention relating to the time after the transfer, patent applications, utility model applications, fees to consultants and advisers and the renewal or maintenance of existing and future patents or utility models are to be paid by the Buyer.

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7. THE BUYERíS OTHER OBLIGATIONS

7.1 Duty of use

The Buyer is obliged to use the Invention.

The Buyer shall in this regard:
[The parties insert a description of the obligations that are incumbent on the Buyer here.]

There is a failure of use if:

  • The Buyer has, without a valid reason, never commenced use; or
  • Use has commenced but has not been continued

If the Invention is not used, this constitutes a material breach of the agreement, cf. section 8.

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8. BREACH

Each of the parties is entitled to cancel the agreement should the other party commit a material breach of the agreement. The party which wishes to cancel the agreement shall inform the other party of this in advance in a written notice indicating the breach being cited.

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9. COMPENSATION

The parties are obliged to pay compensation under the general rules of Danish law. The parties are in no way liable to each other for operating losses, consequential damages or other indirect losses unless the loss can be attributed to the gross negligence or wilful intent of the party responsible for the loss.

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10. CONFIDENTIALITY

If the parties have signed a confidentiality agreement prior to entering into the present agreement, the clauses of the confidentiality agreement still apply and are included as an appendix [insert appendix number] to the present agreement. In addition to this, the parties are obliged to keep Confidential Information secret.

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11. INFRINGEMENT OF THE INVENTION

The Buyer is entitled to take legal action against a third party, including issuing an injunction against persistent infringement by a third party. In all cases the starting point is that the costs of legal proceedings etc. are borne by the Buyer.

Should the Seller become aware that a third party is infringing the Invention, the Seller must inform the Buyer of this forthwith. In connection with such an event, the Seller shall provide the Buyer with reasonable assistance, including procuring the Buyer all information relevant to the case.

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12. INFRINGEMENT OF OTHERSí RIGHTS

If a third party justifiably claims that by using the Invention the Buyer is infringing the third partyís rights, the Seller shall provide the Buyer with reasonable assistance, including procuring the Buyer all information relevant to the case. In all cases the starting point is that the costs of legal proceedings are borne by the Buyer.

If there is a final unappealed ruling which states that the Invention infringes third party rights, the Buyer can cancel the present agreement, cf. section 8 on breach.

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13. LEGAL VENUE

In the event of a disagreement between the parties in connection with the present agreement, the parties shall open negotiations with a positive, cooperative and responsible attitude with a view to resolving the dispute. If necessary, attempts shall be made to take the negotiations to a higher level within the partiesí organisations.

Should it not be possible to resolve the dispute by means of negotiation, each party is entitled to bring the case to the Danish Maritime and Commercial Court in Copenhagen as the legal venue in the first instance.

Should the Maritime and Commercial Court not possess the expertise required to hear the case, the case or the claim should be referred to the competent district court for a ruling pursuant to the Danish Administration of Justice Act, cf. section 225 of the Act.

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14. APPLICABLE LAW

The present agreement is subject to Danish law and, unless stated otherwise, the general rules of Danish law shall govern the relationship between the parties.

The Danish rules on applicable law do not apply.

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SIGNATURES

Date:

Place:

For the Seller

Date:

Place:

For the Buyer

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