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Transfer Of Intellectual Property Rights Agreement
1. Parties: Identification of the transferor and transferee, including full legal names, registration numbers, and registered addresses
2. Background: Context of the transfer, relationship between parties, and brief description of the IP rights being transferred
3. Definitions: Detailed definitions of key terms used throughout the agreement, including specific IP-related terminology
4. Scope of Transfer: Detailed description of the IP rights being transferred and the nature of the transfer (absolute, exclusive, etc.)
5. Transfer Price and Payment: Financial terms of the transfer, including payment amount, payment schedule, and any adjustments
6. Effective Date and Completion: Timing of the transfer and any conditions precedent to completion
7. Warranties and Representations: Warranties regarding ownership, validity, and non-infringement of the IP rights
8. Registration and Recordal: Obligations regarding the recording of the transfer with relevant IP offices and authorities
9. Further Assurance: Obligations to execute additional documents and take necessary steps to perfect the transfer
10. Confidentiality: Provisions regarding the confidential treatment of information disclosed during the transfer process
11. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
12. General Provisions: Standard boilerplate clauses including notices, entire agreement, and severability
1. Tax Provisions: Specific provisions regarding tax implications and responsibilities - include when the transfer has significant tax consequences
2. Employee Rights: Provisions dealing with employee rights in IP - include when the IP was created by employees
3. Ongoing Technical Support: Terms for technical support or knowledge transfer - include when complex technical IP is being transferred
4. Non-Competition: Restrictions on transferor's competitive activities - include when there's risk of market competition
5. Transition Services: Provisions for temporary support services - include when continuous operation of IP requires transition period
6. Third Party Rights: Provisions dealing with third party licenses or permissions - include when IP is subject to third party rights
7. Moral Rights: Specific provisions regarding moral rights - include when copyright works are being transferred
8. Future Improvements: Rights and obligations regarding future improvements to the IP - include when IP is likely to be improved
9. Grant-Back License: Terms of any license granted back to transferor - include when transferor needs continued use of IP
1. Schedule 1 - Intellectual Property Rights: Detailed list and description of all IP rights being transferred, including registration numbers
2. Schedule 2 - Existing Licenses and Encumbrances: List of all existing licenses, permissions, and encumbrances affecting the IP
3. Schedule 3 - Transfer Documents: Forms and documents required for recording the transfer with various IP offices
4. Schedule 4 - Payment Schedule: Detailed payment terms and schedules if payment is to be made in installments
5. Schedule 5 - Technical Documentation: List of all technical documentation to be transferred with the IP
6. Appendix A - Due Diligence Results: Summary of IP due diligence findings and any identified risks
7. Appendix B - Registered User Agreements: List of any registered user agreements or similar arrangements that need to be transferred
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