Scots Law Intellectual Property Assignation

Assignation

With effect from the Effective Date, the Assignor assigns and conveys to the Assignee absolutely, by way of assignation, all of the Assignor’s right, title, interest and benefit in and to the Assigned IP, free from all security interests, licences, options and other third-party rights other than those expressly identified in this agreement. The Assignee accepts that assignation.

The Excluded IP is not assigned or licensed under this agreement. Nothing in this agreement transfers any right in the Excluded IP by implication.

To the extent any part of the Assigned IP is a future right capable of present assignation, the Assignor assigns its future right, title and interest to the Assignee with effect from the date that part comes into existence. To the extent a further act is required, the Assignor must promptly execute it at the Assignee’s reasonable cost.

Assigned Contracts

With effect from the Effective Date, the Assignor assigns to the Assignee its rights and benefits under the Assigned Contracts. The parties must cooperate in giving intimation of the assignation to each relevant obligor and obtaining any consent required for transfer. Until intimation or consent takes effect, the Assignor must hold any relevant benefit received for the Assignee and account for it promptly; the Assignee must perform any corresponding obligation that it has agreed to assume.

Price and Payment

The Assignee must pay the Transfer Price to the Assignor in cleared funds on the Payment Date. The Transfer Price is exclusive of VAT properly chargeable. Payment is not a condition of the validity or effectiveness of this agreement or the assignation, but failure to pay is a material breach.

Completion

On the Completion Date, the Assignor must deliver to the Assignee the documents, records, credentials and materials in its possession or control that are reasonably necessary to evidence, register, maintain or exploit the Assigned IP. The Assignee must deliver any payment and documents it is required to provide under this agreement.

Further Assurance and Recordal

After the Completion Date, each party must promptly execute documents and do acts reasonably required to give effect to the assignation, including applications to record the Assignee’s title at the UK Intellectual Property Office or another relevant register. Unless the need results from that party’s breach, the Assignee must bear the reasonable external costs of the Assignor’s assistance.

Moral Rights

The Assignor waives, and must use reasonable endeavours to procure that each relevant author waives, to the extent permitted by the Copyright, Designs and Patents Act 1988, all moral rights in the copyright works comprised in the Assigned IP in favour of the Assignee and persons authorised by the Assignee.

Warranties

The Assignor warrants on the Effective Date that it has authority to enter into this agreement and to grant the assignation, and that it owns the interest in the Assigned IP that it purports to assign. Except as expressly stated in this agreement, all warranties, conditions and other terms implied by law are excluded to the fullest extent permitted by law.

The Assignor warrants that, so far as it is aware after reasonable enquiry, the exercise of the Assigned IP by the Assignee in the manner in which the Assignor exercised it before the Effective Date does not infringe a third party’s intellectual property rights, and no written claim challenging the validity or ownership of the Assigned IP is pending or, so far as the Assignor is aware, threatened.

Indemnity

The Assignor must indemnify the Assignee against losses finally awarded by a court or agreed in settlement arising from a third-party claim that the Assignor’s ownership or purported transfer of the Assigned IP breached a third party’s rights, provided that the Assignee promptly notifies the Assignor, gives reasonable cooperation and control of the defence and settlement to the Assignor, and does not admit liability. The Assignor may not settle a claim in a way that imposes liability or an admission on the Assignee without the Assignee’s consent.

Liability

Neither party excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded or limited. Subject to that, neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, business, goodwill or anticipated savings, whether arising in contract, delict (including negligence) or otherwise.

Subject to the Liability clause, each party’s aggregate liability arising out of or in connection with this agreement is limited to the Liability Cap. This cap does not apply to the Assignee’s obligation to pay the Transfer Price, the Assignor’s breach of the Assignation clause, fraud or fraudulent misrepresentation, or liability that cannot lawfully be limited.

Claims

Neither party may bring a claim for breach of this agreement unless it gives the other written notice describing the claim in reasonable detail before the end of the Contractual Claim Period. This does not shorten or exclude any period of prescription to the extent that doing so is ineffective under applicable law.

Post-Completion Assistance

During the Assistance Period, the Assignor must provide reasonable assistance requested by the Assignee to transition, protect, register and enforce the Assigned IP. The Assignee must reimburse the Assignor’s reasonable, pre-agreed out-of-pocket costs and reasonable charges for material assistance beyond routine cooperation.

Confidentiality

"Confidential Information" means information of a confidential nature that one party or its group companies disclose to the other in connection with this agreement. Each party must keep the other's Confidential Information confidential, use it only to perform or receive the benefits of this agreement, and disclose it only to its personnel, professional advisers, insurers and permitted subcontractors who need to know it and are bound by equivalent duties of confidence, or where the law, a court or a regulator requires disclosure. These duties do not apply to information that the recipient can show is or becomes public other than through its breach, was lawfully known to it without restriction, is independently developed, or is lawfully received from a third party without restriction. These duties continue for 3 years and, for trade secrets, for as long as they remain trade secrets.

Neither party may name the other as a client, supplier, assignor or assignee, or describe this agreement or the transaction, in any publicity without the other's prior written consent.

Data Protection

Each party must comply with applicable data protection law, including the UK GDPR. Where the Assignor processes personal data on the Assignee's behalf, it must: process it only on the Assignee's documented instructions; ensure that its personnel are bound by confidentiality; apply appropriate technical and organisational security measures; engage a sub-processor only with the Assignee's prior written authorisation and on equivalent written terms; assist the Assignee with data subjects' requests, security, breach notifications and impact assessments; notify the Assignee without undue delay of any personal data breach; transfer the personal data outside the United Kingdom only on the Assignee's instructions and as the law permits; delete or return it when the relevant processing ends, unless the law requires it to be kept; and make available the information needed to demonstrate compliance and allow audits. Before processing starts, the parties must record in writing the subject matter, duration, nature and purpose of the processing, the types of personal data and the categories of data subjects.

Force Majeure

Neither party is liable for delay or failure in performing its obligations, other than payment obligations, caused by events beyond its reasonable control. The affected party must notify the other promptly and use reasonable efforts to minimise the effect. If the event prevents performance for more than 60 days, either party may terminate this agreement by written notice.

General

This agreement constitutes the entire agreement between the parties about its subject matter and supersedes all previous discussions, correspondence and arrangements about that subject matter. Each party acknowledges that it has not relied on any statement not set out in this agreement, but nothing limits liability for fraud or fraudulent misrepresentation.

A variation of this agreement is effective only if it is in writing and subscribed by or on behalf of each party in a manner sufficient under applicable law.

No person who is not a party to this agreement has a right under the Contract (Third Party Rights) (Scotland) Act 2017 to enforce any term of this agreement. The parties may vary, rescind or terminate this agreement without the consent of any other person.

If any provision of this agreement is or becomes invalid, illegal or unenforceable, it is to be treated as modified to the minimum extent necessary to make it valid, legal and enforceable. If that is not possible, it is to be treated as deleted. That does not affect the validity or enforceability of the rest of this agreement.

This agreement may be subscribed in counterparts, each of which is an original and all of which together form one agreement. The parties intend this agreement to be in writing and subscribed in a manner sufficient to satisfy the Requirements of Writing (Scotland) Act 1995 and any applicable UK intellectual property legislation.

Notices

A notice under this agreement must be in writing and delivered by hand, by pre-paid recorded post or by email to the Assignor at [TO BE CONFIRMED — Assignor notice address] or to the Assignee at [TO BE CONFIRMED — Assignee notice address], or to any other address a party notifies for this purpose. A notice is received: if delivered by hand, on delivery; if posted, at 9.00 am on the second business day after posting; and if emailed, at the time it is sent or, if that is outside business hours at the recipient's location, at 9.00 am on the next business day. This clause does not apply to the service of legal proceedings.

Governing Law and Disputes

This agreement, and any dispute or claim (contractual or not) that arises out of or in connection with it or its subject matter, is governed by Scots law. The parties submit to the exclusive jurisdiction of the Court of Session and the Sheriff Courts of Scotland to settle any such dispute or claim. Nothing in this clause prevents a party seeking interim or protective relief, including interdict, from a court of competent jurisdiction.

This agreement, and any dispute or claim (contractual or not) that arises out of or in connection with it or its subject matter, is governed by Scots law. Any such dispute or claim must be referred to and finally resolved by arbitration seated in Edinburgh, Scotland, Scotland, under the Arbitration (Scotland) Act 2010, by 1 arbitrator. Nothing prevents either party applying to the Court of Session or a Sheriff Court for interim or protective relief, including interdict or an order for specific implement.