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1. Parties: Identification of buyer and seller, including legal entity types and registered addresses
2. Background/Recitals: Context of the transaction and brief description of the IP assets being transferred
3. Definitions: Key terms used throughout the agreement, including specific IP definitions
4. Purchase and Sale: Core transaction terms, including description of IP assets being sold and purchase price
5. Transfer of Rights: Specific provisions regarding the transfer of IP rights and title
6. Representations and Warranties: Seller's assertions about ownership, validity, and non-infringement of IP assets
7. Covenants: Ongoing obligations of parties, including assistance with transfer and registration
8. Closing Conditions: Requirements that must be met before the transaction can close
9. Indemnification: Provisions for compensation in case of breach or third-party claims
1. Parties: Identification of buyer and seller, including legal entity types and registered addresses
2. Background/Recitals: Context of the transaction and brief description of the IP assets being transferred
3. Definitions: Key terms used throughout the agreement, including specific IP definitions
4. Purchase and Sale: Core transaction terms, including description of IP assets being sold and purchase price
5. Transfer of Rights: Specific provisions regarding the transfer of IP rights and title
6. Representations and Warranties: Seller's assertions about ownership, validity, and non-infringement of IP assets
7. Covenants: Ongoing obligations of parties, including assistance with transfer and registration
8. Closing Conditions: Requirements that must be met before the transaction can close
9. Indemnification: Provisions for compensation in case of breach or third-party claims
1. Schedule of IP Assets: Detailed list of all IP assets being transferred, including registration numbers
2. Schedule of Excluded Assets: List of IP assets explicitly excluded from the transaction
3. Schedule of Encumbrances: List of existing licenses, liens, or other encumbrances on IP assets
4. Assignment Documents: Form documents for recording transfers with IP offices
5. Due Diligence Results: Summary of IP asset review and verification findings
6. Transition Services Agreement: Details of post-closing support and assistance
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