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Intellectual Property Assignment Agreement
1. Parties: Identification of the assignor and assignee, including full legal names, registration numbers, and addresses
2. Background: Context of the IP assignment, relationship between the parties, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement, including specific IP types being transferred
4. Assignment of Rights: Core provision detailing the transfer of IP rights, scope of assignment, and confirmation that it's absolute and unconditional
5. Consideration: Details of payment or other consideration for the IP assignment
6. Effective Date and Completion: Specifies when the assignment takes effect and any conditions for completion
7. Assignor's Warranties: Warranties regarding ownership, right to assign, non-infringement, and validity of the IP
8. Further Assurance: Obligation to execute additional documents and assist with IP registration transfers
9. Confidentiality: Obligations regarding confidential information related to the assigned IP
10. Tax and Costs: Responsibility for transfer taxes, registration fees, and other costs
11. Notices: Process for sending formal notices between parties
12. General Provisions: Standard boilerplate clauses including entire agreement, amendments, severability, and governing law
13. Execution: Signature blocks and execution requirements
1. Moral Rights: Waiver or handling of moral rights, particularly relevant for copyright assignments
2. Employee and Contractor Obligations: Include when IP was created by employees or contractors who need to confirm assignment
3. Retained Rights: Used when assignor retains certain limited rights to use the IP
4. Security Interest: Include if assignment is subject to security interests or used as collateral
5. Competition Restrictions: Non-compete provisions related to the assigned IP, if applicable
6. Revenue Sharing: Include if there's ongoing revenue sharing or royalty arrangements
7. Indemnification: Specific indemnities related to IP infringement or third-party claims
8. Registration and Recordal: Specific provisions for handling IP registry updates and recordals
9. Improvements: Handling of future improvements or modifications to the assigned IP
1. Schedule 1 - Assigned IP: Detailed list and description of all IP being assigned, including registration numbers
2. Schedule 2 - Existing Licenses: List of existing licenses, contracts, or encumbrances affecting the IP
3. Schedule 3 - Assignment Forms: Specific forms required for recording the IP assignment with relevant registries
4. Schedule 4 - Payment Terms: Detailed payment schedule and mechanisms if payment is complex
5. Schedule 5 - Third Party Consents: List of required third-party consents and their status
6. Appendix A - IP Documentation: Copies of relevant IP certificates, registrations, and documentation
7. Appendix B - Chain of Title: Documentation showing chain of ownership of the IP up to present
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