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1. Tax Provisions: Include when there are specific tax implications or arrangements regarding the transfer

2. Confidentiality: Include when confidential information will be shared during the transfer process

3. Registration and Recordal: Include when the IP requires registration with authorities post-transfer

4. Foreign Filing and Maintenance: Include when IP has international registrations or protection

5. Transitional Provisions: Include when ongoing use by transferor is needed during a transition period

6. Licensed Back Rights: Include when transferor retains certain usage rights post-transfer

7. Assignment and Sublicensing: Include when there are restrictions on further transfer or licensing

8. Indemnification: Include when specific indemnities are required beyond standard warranties

9. Security Interest: Include when the IP transfer involves security arrangements or staged payments

10. Dispute Resolution: Include when specific arbitration or mediation procedures are preferred

1. Schedule 1 - IP Assets Description: Detailed description of all IP being transferred, including registration numbers and status

2. Schedule 2 - Existing Licenses and Encumbrances: List of any existing licenses, permissions, or encumbrances affecting the IP

3. Schedule 3 - Transfer Documents: Forms and documents required for recording the transfer with IP offices

4. Schedule 4 - Payment Terms: Detailed payment schedule and mechanisms if payment is not single lump sum

5. Schedule 5 - Registered Rights: List of all registered IP rights in different jurisdictions

6. Appendix A - Due Diligence Report: Summary of IP due diligence findings and status

7. Appendix B - Power of Attorney: Required for executing transfer documents with IP offices

8. Appendix C - Historical Chain of Title: Documentation showing ownership history of the IP rights