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1. Parties: Identifies and provides complete details of the Assignor and Assignee, including their legal capacities and addresses
2. Background: Establishes the context of the agreement, including the Assignor's ownership of the IP and the intention to transfer it to the Assignee
3. Definitions: Defines key terms used throughout the agreement, including specific IP-related terminology and technical terms
4. Assignment: Core provision that effectuates the transfer of IP rights from Assignor to Assignee, including present and future rights
5. Consideration: Specifies the payment or other consideration for the IP assignment
6. Representations and Warranties: Assignor's declarations regarding ownership, right to transfer, non-infringement, and other key warranties
7. Further Assurances: Obligation to execute additional documents and take necessary steps to perfect the assignment
8. Moral Rights: Addresses the treatment of moral rights, particularly relevant for copyright works
9. Confidentiality: Obligations regarding confidential information related to the assigned IP
10. Governing Law and Jurisdiction: Specifies Philippine law as governing law and sets jurisdiction for disputes
11. Entire Agreement: Confirms the agreement represents the complete understanding between parties
12. Execution: Signature blocks and execution formalities
1. Tax Provisions: Include when the assignment has significant tax implications or involves cross-border transfers
2. Registration: Include when the IP requires registration with Philippine IP Office or other authorities
3. Third Party Rights: Include when the IP is subject to existing licenses or third-party rights
4. Improvements: Include when future improvements to the IP need to be addressed
5. Technology Transfer Provisions: Include when the assignment involves transfer of technical knowledge or know-how
6. Non-Competition: Include when restricting Assignor's future activities in related fields
7. Survival: Include when certain provisions need to survive termination
8. Insurance: Include when requiring IP insurance or ongoing coverage
9. Government Approvals: Include when government approval is required for the transfer
1. Schedule 1 - Assigned IP: Detailed description of all IP being assigned, including registration numbers, dates, and jurisdictions
2. Schedule 2 - Payment Terms: Detailed payment schedule and mechanics if the consideration is complex or involves installments
3. Schedule 3 - Existing Licenses: List of existing licenses, permissions, or encumbrances affecting the IP
4. Schedule 4 - Technical Documentation: List of all technical documents, manuals, and materials being transferred
5. Schedule 5 - Form of Assignment Notice: Template for notices to be filed with IP authorities
6. Appendix A - Due Diligence Results: Summary of IP due diligence findings and identified risks
7. Appendix B - Transfer Documents: Forms and documents required for recording the transfer with relevant authorities
Technology
Software Development
Pharmaceuticals
Biotechnology
Manufacturing
Research and Development
Creative Industries
Media and Entertainment
Education
Healthcare
Engineering
Consumer Products
Fashion and Design
Telecommunications
Financial Services
Legal
Intellectual Property
Research and Development
Innovation
Technology Transfer
Business Development
Corporate Strategy
Product Development
Compliance
Engineering
Scientific Research
Creative Services
Intellectual Property Lawyer
Legal Counsel
Chief Technology Officer
Research Director
Innovation Manager
Patent Attorney
Technology Transfer Officer
Business Development Manager
Chief Executive Officer
Intellectual Property Manager
Research Scientist
Software Engineer
Product Development Manager
Creative Director
Chief Legal Officer
Contracts Manager
Research and Development Director
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