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IP Purchase Agreement
"Need an IP Purchase Agreement to acquire a software patent and related source code from a Singapore-based tech startup, with payment in installments and including transition support services for our development team tHRough March 2025."
1. Parties: Identification and details of the seller and purchaser of the IP assets
2. Background: Context of the transaction and brief descrIPtion of the IP assets being transferred
3. Definitions: Definitions of key terms used tHRoughout the agreement including IP Assets, Effective Date, and Transfer Documents
4. IP Assets DescrIPtion: Comprehensive descrIPtion of all intellectual property assets being transferred
5. Purchase Price and Payment Terms: Details of consideration, payment schedule, and method of payment
6. Transfer and Assignment: Terms and mechanics of transferring IP ownershIP and registration
7. Seller's Warranties: Warranties regarding ownershIP, validity, and non-infringement of IP assets
8. Purchaser's Warranties: Basic warranties from the purchaser including authority to enter into agreement
9. Confidentiality: Obligations regarding confidential information shared during the transaction
10. Further Assurance: Obligations to execute additional documents and take further steps to perfect the transfer
11. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes
1. Transition Services: Terms for providing technical support and knowledge transfer during transition period
2. Employee Non-Solicitation: Restrictions on hiring key employees involved with the IP assets
3. Earn-out Provisions: Structure for additional payments based on future performance or milestones
4. Tax Provisions: Specific provisions regarding tax implications and responsibilities
5. Competition Restrictions: Non-compete provisions and other competitive restrictions
1. Schedule 1: IP Assets Register: Detailed inventory of all IP assets including registration numbers and jurisdictions
2. Schedule 2: Existing Licenses and Encumbrances: List of all existing licenses, agreements, and encumbrances affecting the IP
3. Schedule 3: Assignment Documents: Templates and forms required for registering the IP transfer with relevant authorities
4. Schedule 4: Payment Schedule: Detailed breakdown of payment terms, instalments, and conditions
5. Schedule 5: Transition Services Plan: Detailed plan for knowledge transfer and technical support during transition
6. Appendix A: Due Diligence Report: Summary of IP due diligence findings and material issues
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