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IP Assignment Agreement
1. Parties: Identification of the Assignor and Assignee, including full legal names, registration numbers, and addresses
2. Background: Context of the IP assignment, relationship between parties, and purpose of the agreement
3. Definitions: Definitions of key terms including Intellectual Property Rights, Effective Date, and other relevant terms
4. Assignment of Rights: Core provision detailing the transfer of IP rights, confirming absolute and unconditional assignment
5. Scope of Assignment: Detailed description of what is included in the assignment, covering all types of IP rights being transferred
6. Consideration: Details of payment or other consideration for the assignment
7. Assignor's Representations and Warranties: Warranties regarding ownership, right to assign, no encumbrances, and validity of IP
8. Further Assurance: Obligation to execute additional documents and assist with IP transfer formalities
9. Waiver of Moral Rights: Where applicable, waiver of moral rights in copyrighted works
10. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
11. Entire Agreement: Confirmation that the agreement represents the entire understanding between parties
1. Employee Acknowledgments: Required when the assignor is/was an employee, addressing employee invention rights under Danish law
2. Third Party Rights: Include when there are known third-party rights or licenses that need to be addressed
3. Registration and Recordal: Include when specific IP rights require registration or recordal with authorities
4. Confidentiality: Include when confidential information or trade secrets are part of the assigned IP
5. Tax Provisions: Include when there are specific tax implications that need to be addressed
6. Survival: Include when certain provisions need to survive termination
7. Assignment and Succession: Include when transfer rights need to be restricted or specified
8. Severability: Include when there's risk that certain provisions might be invalid
9. Indemnification: Include when specific indemnities are required beyond standard warranties
1. Schedule 1 - Assigned IP Rights: Detailed list of all IP being assigned, including registration numbers where applicable
2. Schedule 2 - Existing Licenses and Encumbrances: List of any existing licenses, permissions, or encumbrances affecting the IP
3. Schedule 3 - Assignment Forms: Forms required for recording the assignment with relevant IP offices
4. Schedule 4 - Prior Agreements: List of any relevant prior agreements affecting the IP assignment
5. Appendix A - Technical Documentation: Technical descriptions or documentation related to the assigned IP
6. Appendix B - Chain of Title Documentation: Documentation showing ownership chain of the IP being assigned
Authors
Assignee
Assignor
Assignment Date
Background IP
Confidential Information
Copyright Works
Derivative Works
Design Rights
Effective Date
Encumbrances
Future Rights
Intellectual Property Rights
Inventions
Know-how
Licensed Rights
Moral Rights
Patents
Patent Applications
Registered Rights
Related Rights
Technical Documentation
Technical Information
Third Party Rights
Trade Marks
Trade Names
Trade Secrets
Unregistered Rights
Work Product
Territory
Improvements
Proprietary Rights
Associated Rights
Consideration
Existing Licenses
Governing Law
Intellectual Property
Permitted Uses
Registration Offices
Representations and Warranties
Consideration
Representations and Warranties
Further Assurance
Moral Rights
Confidentiality
Indemnification
Registration and Recordal
Cooperation
Third Party Rights
Tax Provisions
Employee Rights
Survival
Governing Law
Jurisdiction
Entire Agreement
Severability
Assignment and Succession
Force Majeure
Notices
Amendments
Waiver
Costs
Counterparts
Interpretation
Compliance with Laws
Dispute Resolution
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