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1. Parties: Identification of assignor and assignee
2. Background: Context of the IP creation and relationship between parties
3. Definitions: Key terms including IP rights, effective date, and covered works
4. Assignment: Express assignment language and scope of rights transferred
5. Representations and Warranties: Assignor's confirmation of ownership and right to transfer
6. Further Assurances: Commitment to execute additional documents if needed
1. Consideration: Details of payment or other consideration when assignment isn't part of employment relationship
2. Prior Rights: Acknowledgment of previous assignments or agreements when confirming previous transfers
3. Governing Law: Choice of law provision when parties are in different jurisdictions
1. Schedule A - List of IP: Detailed inventory of assigned IP rights
2. Schedule B - Prior Agreements: List of relevant prior agreements being confirmed
3. Schedule C - Excluded IP: List of any IP rights specifically excluded from assignment
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