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1. Parties: Identification of the transferor and transferee, including full legal names and registered addresses
2. Background: Context of the transfer, relationship between parties, and brief description of the IP being transferred
3. Definitions: Definitions of key terms used throughout the agreement, including types of IP, territory, and effective date
4. Transfer of IP Rights: Core provision detailing the transfer and assignment of IP rights from transferor to transferee
5. Consideration: Details of payment or other consideration for the IP transfer
6. Completion: Timing and mechanics of the transfer, including any conditions precedent
7. Warranties: Transferor's warranties regarding ownership, validity, and non-infringement of the IP
8. Further Assurance: Obligation to execute additional documents and take necessary steps to perfect the transfer
9. Confidentiality: Obligations regarding confidential information disclosed during the transfer process
10. Tax: Allocation of responsibility for taxes arising from the transfer
11. Notices: Process for giving formal notices under the agreement
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Transitional Arrangements: Provisions for temporary licensing or phase-out periods, used when immediate transfer is not practical
2. Employee and Contractor Obligations: Required when IP was created by employees or contractors who need to execute additional documents
3. Grant Back License: Used when transferor needs to retain limited rights to use the transferred IP
4. Related Technical Information: Provisions for transfer of know-how and technical documentation, needed for complex technical IP
5. Non-Competition: Restrictions on transferor's future activities, used when there's risk of competitive use
6. Existing Licenses: Provisions dealing with existing third-party licenses, needed when IP is already licensed to others
7. Security Interest: Used when payment is deferred and security is required over the IP
8. Moral Rights: Required for copyright works where author's moral rights need to be addressed
1. Schedule 1 - Intellectual Property Rights: Detailed description of all IP being transferred, including registration numbers
2. Schedule 2 - Consideration: Detailed payment terms, including any earnouts or milestone payments
3. Schedule 3 - Existing Licenses and Encumbrances: List of all existing licenses, security interests or other encumbrances affecting the IP
4. Schedule 4 - Required Registrations: List of IP registries where transfer must be recorded
5. Schedule 5 - Technical Information: Detailed list of know-how, trade secrets and technical documentation to be transferred
6. Appendix A - Form of Assignment: Template assignment documents for specific IP rights
7. Appendix B - Required Consents: List of third-party consents required for the transfer
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