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1. Parties: Identification of the seller and purchaser, including full legal names, registration details, and addresses
2. Background: Context of the sale, brief description of the IP assets, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement, including specific IP-related terminology
4. Sale and Purchase: Core terms of the transaction, including clear statement of transfer of all rights, title, and interest in the IP
5. Purchase Price: Details of the consideration, payment terms, and any adjustments or earn-out provisions
6. Completion: Timing and mechanics of the transfer, including completion date and delivery requirements
7. Seller's Warranties: Warranties regarding ownership, validity, and non-infringement of the IP rights
8. Tax Provisions: Allocation of responsibility for taxes arising from the transaction
9. Further Assurance: Obligations to execute additional documents and assist with IP registration transfers
10. Confidentiality: Provisions regarding confidential information disclosed during the transaction
11. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
1. Regulatory Approvals: Required when the IP transfer needs regulatory clearance or competition authority approval
2. Transition Services: Used when the seller needs to provide support or knowledge transfer after completion
3. Employee and Contractor Provisions: Relevant when IP creators or key personnel are involved in the transfer
4. Grant-Back License: Include when seller requires continued use of certain IP elements
5. Third Party Consents: Necessary when IP is subject to third-party licenses or agreements
6. Escrow Arrangements: Used when part of the purchase price is held in escrow
7. Foreign Registration: Required when IP is registered in multiple jurisdictions
8. Moral Rights: Particularly relevant for copyright works under Swiss law
1. Schedule 1 - IP Assets: Detailed list and description of all IP being transferred, including registration numbers
2. Schedule 2 - Registered Rights: List of all registered IP rights with registration numbers and jurisdictions
3. Schedule 3 - Unregistered Rights: Inventory of unregistered IP, such as trade secrets and know-how
4. Schedule 4 - Existing Licenses: List of all existing licenses, agreements, and encumbrances affecting the IP
5. Schedule 5 - Transfer Documents: Forms and documents required for recording the IP transfer with relevant offices
6. Schedule 6 - Completion Obligations: Detailed list of actions required at completion
7. Appendix A - Technical Documentation: Technical specifications and documentation related to the IP
8. Appendix B - Payment Schedule: Detailed payment terms if payment is in installments or subject to conditions
Technology
Pharmaceuticals
Biotechnology
Software Development
Manufacturing
Media and Entertainment
Research and Development
Consumer Electronics
Telecommunications
Chemical Industry
Fashion and Luxury Goods
Automotive
Healthcare
Financial Services
Legal
Intellectual Property
Research and Development
Executive Leadership
Finance
Business Development
Strategy
Innovation
Commercial
Technology Transfer
Corporate Development
Compliance
Chief Legal Officer
IP Counsel
General Counsel
Chief Technology Officer
Head of Research and Development
Chief Executive Officer
IP Portfolio Manager
Legal Director
Technology Transfer Manager
Innovation Director
Commercial Director
Chief Financial Officer
Patent Attorney
Licensing Manager
Business Development Director
Head of Strategy
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