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Assignment Of Intellectual Property
"I need an Assignment of Intellectual Property agreement to transfer ownership of my software application and related patents to a technology company that's acquiring my startup, with the transfer to be completed by March 2025."
1. Parties: Identification of assignor and assignee, including full legal names and addresses
2. Background: Context of the assignment and relationship between parties, including the nature of the IP being transferred
3. Definitions: Key terms including types of IP being assigned, territory, and other relevant terminology
4. Assignment: Core provision transferring IP rights, including scope and effective date of transfer
5. Consideration: Payment or other value exchanged for the IP transfer
6. Representations and Warranties: Assurances about IP ownership, right to assign, and non-infringement
7. Governing Law: Jurisdiction and choice of law governing the agreement
1. Further Assurances: Commitment to execute additional documents or take further steps to perfect the assignment
2. Moral Rights Waiver: Waiver of personal rights in creative works, particularly relevant for copyright assignments
3. Confidentiality: Provisions protecting sensitive information and trade secrets associated with the IP
4. Registration: Obligations regarding IP registration and recordal with relevant authorities
1. Schedule A - IP Assets: Detailed inventory of all IP being assigned, including descriptions and registration numbers
2. Schedule B - Registered Rights: Comprehensive list of registered patents, trademarks, copyrights with registration details
3. Schedule C - Third Party Rights: List of existing licenses, encumbrances, or other third-party rights affecting the IP
4. Schedule D - Required Consents: List of third-party approvals or consents required for the assignment
Authors
Assignee
Assignor
Assigned Rights
Intellectual Property
Patents
Patent Applications
Copyrights
Copyright Works
Trademarks
Trade Secrets
Know-How
Technical Information
Confidential Information
Documentation
Effective Date
Execution Date
Improvements
Moral Rights
Registered Rights
Related Rights
Territory
Third Party Rights
Work Product
Business Day
Consideration
Encumbrances
Governmental Authority
Person
Representatives
Consideration
Representations and Warranties
Further Assurances
Confidentiality
Registration and Recordal
Moral Rights
Delivery of Materials
Waiver
Cooperation
Third Party Rights
Title and Authority
No Encumbrances
Indemnification
Survival
Governing Law
Jurisdiction
Severability
Entire Agreement
Amendment
Assignment and Transfer
Notices
Costs and Expenses
Counterparts
Time of Essence
Force Majeure
Relationship of Parties
Compliance with Laws
Dispute Resolution
Warranties of Title
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