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A bill of sale is a document that transfers ownership of goods from one person to another. It is used in situations where the former owner transfers possession of the goods to a new owner. Bills of sale may be used in a wide variety of transactions: to sell goods, exchange, give, or mortgage objects.
A security agreement is a conditional transfer of patent ownership when patents are used as collateral for a loan. The borrower will agree to transfer ownership of the patents to the lender if the borrow defaults on the loan. Security agreements on patents in the US are registered with the United States Patent and Trademark Office. [4]
This is the first case in which a document, not itself a contract or agreement and containing no reference to the copyrights, was considered a "note or memorandum" of copyright transfer, and the first time a sole owner of a company was designated a work for hire for copyright ownership purposes.
Section 4 of Sale of Goods Act define the term "Sale" and "agreement to sell" as follows: A contract of sale of goods is a contract whereby the seller transfers or agrees to transfer the property in goods to the buyer for a price. There may be a contract of sale between one part-owner and another. A contract of sale may be absolute or conditional.
An assignment does not necessarily have to be made in writing; however, the assignment agreement must show an intent to transfer rights. The effect of a valid assignment is to extinguish privity (in other words, contractual relationship, including right to sue) between the assignor and the third-party obligor and create privity between the obligor and the assignee.
In general, courts look beneath the surface of the agreements to conclude whether the agreements create a licensing relationship or if they amount to, in substance, sales subject to first sale doctrine under §109(a). Thus, specifying that the agreement grants only a "license" is necessary to create the licensing relationship, but not sufficient.
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