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Intellectual Property Sale Agreement
"I need an Intellectual Property Sale Agreement for the transfer of a software patent and associated source code from my tech startup to a multinational corporation, with completion scheduled for March 2025, including provisions for ongoing technical support during a 3-month transition period."
1. Parties: Identification of the seller and purchaser, including full legal names and addresses
2. Background: Context of the sale, brief description of the IP assets, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms, including clear identification of IP being sold and confirmation of absolute sale
5. Purchase Price and Payment: Purchase price, payment terms, and any adjustments or earn-out provisions
6. Completion: Details of when and how the sale will complete, including actions required at completion
7. Seller's Warranties: Warranties regarding ownership, validity, and non-infringement of the IP rights
8. IP Transfer and Registration: Process for transferring IP rights and updating registrations
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Further Assurance: Obligations to execute additional documents and take necessary steps to perfect the transfer
11. Governing Law and Jurisdiction: Specification of New Zealand law and jurisdiction
12. Execution: Signature blocks and execution requirements
1. Tax: Include when there are specific tax implications or arrangements for the IP sale
2. Employee and Contractor Rights: Include when IP was created by employees or contractors who may have moral or other rights
3. Third Party Consents: Include when transfer requires consents from licensees or other third parties
4. International Registration: Include when IP has international registrations requiring specific transfer procedures
5. Transitional Services: Include when seller needs to provide support or knowledge transfer after completion
6. Non-Competition: Include when restricting seller's future activities in relation to the IP
7. Indemnities: Include when specific indemnities are required beyond standard warranties
8. Assignment and Licensing Back: Include when seller requires continued limited use of the IP
1. Schedule 1 - IP Assets: Detailed list and description of all IP assets being sold, including registration numbers
2. Schedule 2 - Existing Licenses and Encumbrances: List of all existing licenses, security interests or other encumbrances affecting the IP
3. Schedule 3 - Form of Transfer Documents: Templates for specific IP transfer documents required for registration
4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required at completion
5. Schedule 5 - Seller's Disclosure: Disclosures against warranties and known issues with the IP
6. Appendix A - Technical Documentation: Technical specifications and documentation for the IP assets
7. Appendix B - Revenue Information: Historical revenue and royalty information for the IP assets if relevant
Authors
Business Day
Completion
Completion Date
Confidential Information
Consideration
Copyright Works
Datasets
Effective Date
Encumbrance
Governmental Authority
Intellectual Property Rights
IP Assets
Know-How
Licensed Rights
Material Adverse Change
Moral Rights
Patents
Patent Applications
Purchase Price
Registered IP
Related Rights
Seller's Group
Software
Source Code
Technical Documentation
Technical Information
Third Party Rights
Trade Marks
Trade Secrets
Transaction Documents
Transfer Documents
Unregistered IP
Working Day
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Representations
IP Rights Transfer
Assignment
Registration
Further Assurance
Confidentiality
Non-Competition
Non-Solicitation
Tax
Indemnification
Liability
Force Majeure
Notices
Amendment
Waiver
Severability
Entire Agreement
Assignment and Transfer
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Costs
Counterparts
Survival
Technology
Pharmaceuticals
Biotechnology
Manufacturing
Software Development
Media and Entertainment
Research and Development
Consumer Products
Industrial Design
Healthcare
Automotive
Telecommunications
Fashion and Luxury Goods
Agriculture
Legal
Intellectual Property
Research and Development
Innovation
Business Development
Commercial
Corporate Development
Technology Transfer
Mergers and Acquisitions
Executive Leadership
Legal Counsel
Intellectual Property Lawyer
Patent Attorney
Commercial Director
Chief Technology Officer
Research Director
Innovation Manager
Business Development Manager
Chief Executive Officer
Licensing Manager
IP Portfolio Manager
General Counsel
Commercial Manager
Technology Transfer Officer
Research Commercialization Manager
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