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Patent Assignment Agreement
1. Parties: Identification of the Assignor and Assignee, including full legal names, registration numbers, and registered addresses
2. Background: Context of the patent assignment, including brief description of the patent(s) and purpose of the assignment
3. Definitions: Definitions of key terms used throughout the agreement, including 'Patent Rights', 'Effective Date', 'Intellectual Property Rights', etc.
4. Assignment of Rights: Core provision transferring all rights, title, and interest in the patent(s) from Assignor to Assignee
5. Consideration: Details of the payment or other consideration for the assignment
6. Assignor's Representations and Warranties: Warranties regarding ownership, right to assign, no encumbrances, validity, and non-infringement
7. Further Assurances: Obligation to execute additional documents and assist with patent office recordings
8. Taxes and Costs: Allocation of responsibility for taxes, transfer costs, and registration fees
9. Confidentiality: Obligations regarding confidential information exchanged during the transaction
10. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
11. Entire Agreement: Integration clause confirming the agreement represents the entire understanding between parties
1. Existing Licenses: Include when the patent is subject to existing licenses or other encumbrances that will survive the assignment
2. Employee Inventor Rights: Include when the patent involves employee inventions subject to the Danish Act on Employee's Inventions
3. Outstanding Proceedings: Include when there are ongoing patent office proceedings or litigation
4. Technology Transfer: Include when technical knowledge or know-how needs to be transferred alongside the patent rights
5. Maintenance Fees: Include when addressing responsibility for past or future patent maintenance fees
6. Revenue Sharing: Include when the assignment includes provisions for sharing future revenue from the patent
7. Competition Law Compliance: Include when the assignment might raise competition law concerns
1. Schedule A - Patent Rights: Detailed list of patents and patent applications being assigned, including registration numbers, jurisdictions, and status
2. Schedule B - Technical Information: Detailed technical description of the patented invention(s)
3. Schedule C - Existing Licenses and Encumbrances: List of any existing licenses, security interests, or other encumbrances affecting the patent rights
4. Schedule D - Assignment Forms: Patent office-specific assignment forms required for recording the transfer
5. Schedule E - Inventor Agreements: Copies of relevant agreements with inventors, particularly for employee inventions
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