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Selling Intellectual Property Contract
"I need a Selling Intellectual Property Contract under Indonesian law for selling a software patent and associated source code to a multinational technology company, with completion scheduled for March 2025 and including provisions for technical knowledge transfer and ongoing support for 3 months post-completion."
1. Parties: Identification of the seller and purchaser of the intellectual property rights
2. Background: Context of the transaction and brief description of the intellectual property being sold
3. Definitions: Defined terms used throughout the agreement, including specific IP-related terminology
4. Sale and Transfer: Core provisions detailing the transfer of IP rights from seller to purchaser
5. Purchase Price and Payment: Financial terms including purchase price, payment method, and timing
6. Completion: Details of when and how the transfer will be completed, including any conditions precedent
7. Seller's Warranties: Warranties regarding ownership, validity, and non-infringement of the IP rights
8. Seller's Obligations: Post-completion obligations including assistance with IP registration transfer
9. Purchaser's Warranties: Basic warranties from the purchaser, including authority to enter into the agreement
10. Confidentiality: Obligations regarding confidential information disclosed during the transaction
11. Tax: Treatment of any tax implications arising from the sale
12. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Further Assurance: Additional commitments to execute documents or perform actions necessary to perfect the transfer, used when complex IP registrations are involved
2. Transition Services: Provisions for temporary support services from seller to purchaser, used when the IP requires technical knowledge transfer
3. Non-Competition: Restrictions on seller's future activities, used when protecting the value of the transferred IP is crucial
4. Employee and Contractor Obligations: Provisions dealing with employees or contractors who were involved with the IP, used when there are ongoing employment relationships
5. Third Party Consents: Requirements for obtaining necessary third party approvals, used when the IP is subject to existing agreements
6. Indemnification: Specific indemnities beyond standard warranties, used for high-value or high-risk transactions
7. Insurance: Requirements for insurance coverage, used in high-value transactions or where ongoing risks exist
1. Schedule 1 - IP Rights: Detailed inventory of all IP being transferred, including registration numbers and status
2. Schedule 2 - Excluded Rights: List of any IP rights specifically excluded from the transfer
3. Schedule 3 - Existing Licenses: Details of any existing licenses or encumbrances affecting the IP
4. Schedule 4 - Transfer Documents: Forms of specific transfer documents required for IP registries
5. Schedule 5 - Completion Requirements: Checklist of actions required to complete the transfer
6. Appendix A - Technical Documentation: List of all technical documents, source code, or other materials being transferred
7. Appendix B - Prior Rights: Documentation of chain of title and prior rights in the IP
Authors
Technology
Software Development
Manufacturing
Pharmaceuticals
Media and Entertainment
Research and Development
Biotechnology
Consumer Goods
Fashion and Luxury
Telecommunications
Engineering
Creative Industries
Education and Training
Legal
Intellectual Property
Research and Development
Innovation
Business Development
Compliance
Finance
Corporate Affairs
Technology Transfer
Product Development
Chief Legal Officer
Intellectual Property Lawyer
Legal Counsel
Chief Technology Officer
Research and Development Director
Innovation Manager
Business Development Manager
Licensing Manager
Patent Attorney
Trademark Attorney
Corporate Lawyer
Compliance Officer
Chief Executive Officer
Chief Financial Officer
Technology Transfer Officer
IP Portfolio Manager
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