The Intellectual Property Asset Purchase Agreement is essential when businesses want to acquire or sell valuable IP assets. It's commonly used in acquisitions, business restructuring, or strategic IP portfolio management. This agreement, governed by U.S. law, ensures proper transfer of IP rights while protecting both parties' interests through detailed representations, warranties, and indemnifications. It includes comprehensive information about the IP assets, their current status, any encumbrances, and specific transfer requirements. The agreement must comply with various federal IP laws, state contract laws, and international treaties where applicable.
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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. Transitional License: Terms for temporary licensing if seller needs continued use of the IP assets
2. Employee Matters: Provisions regarding employees associated with IP assets when IP creators or key personnel are involved
3. Foreign Rights: Specific provisions for international IP rights when assets include international registrations
4. Earn-out Provisions: Terms for additional payments based on future performance when payment includes performance-based components
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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