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1. Parties: Identification of the Assignor and Assignee with full legal names and addresses
2. Background: Context of the assignment, 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 being transferred
4. Assignment: Core provision transferring ownership of the IP from Assignor to Assignee, including the scope of rights being transferred
5. Consideration: Details of payment or other consideration for the IP assignment
6. Representations and Warranties: Assignor's warranties regarding ownership, right to transfer, and non-infringement of the IP
7. Further Assurance: Obligation to execute additional documents and take necessary steps to perfect the assignment
8. Confidentiality: Obligations regarding confidential information disclosed during the assignment process
9. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
10. Entire Agreement: Standard clause confirming the agreement represents the entire understanding between parties
11. Execution: Signature blocks and execution formalities
1. Tax Provisions: Include when the assignment has significant tax implications or cross-border elements
2. Foreign Registration: Include when IP rights exist in multiple jurisdictions and need to be registered abroad
3. Moral Rights: Include for copyright assignments where moral rights need to be specifically addressed
4. Training and Knowledge Transfer: Include when technical knowledge or training is required to effectively use the assigned IP
5. Competition Compliance: Include when the assignment could have competition law implications
6. Existing Licenses: Include when there are existing licenses or third-party rights that need to be addressed
7. Security Interest: Include when the IP is subject to any security interests or when payment is in installments
1. Schedule 1 - Description of Intellectual Property: Detailed description of all IP being assigned, including registration numbers and status
2. Schedule 2 - Payment Terms: Detailed payment schedule and mechanics if payment is not made in a single installment
3. Schedule 3 - Existing Licenses and Encumbrances: List of all existing licenses, permissions, and encumbrances affecting the IP
4. Schedule 4 - Required Registrations: List of jurisdictions where the IP is registered and where the assignment needs to be recorded
5. Appendix A - Form of Recordal Applications: Template documents for recording the assignment with relevant IP offices
6. Appendix B - Technical Documentation: Technical specifications, drawings, or other supporting documentation for the IP
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