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Intellectual Property Asset Purchase Agreement
"Need an Intellectual Property Asset Purchase Agreement for acquiring a portfolio of AI-related patents and software copyrights from a tech startup, with closing expected by March 2025 and including provisions for ongoing technical support during transition."
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
Authors
Assigned IP
Assignment Documents
Business Day
Closing
Closing Date
Confidential Information
Copyrights
Effective Date
Encumbrances
Excluded Assets
Governmental Authority
Intellectual Property
IP Rights
Know-How
Law
Licensed IP
Material Adverse Effect
Patents
Permitted Encumbrances
Purchase Price
Registered IP
Related Documentation
Representatives
Seller's Knowledge
Software
Source Code
Third Party
Trade Secrets
Trademarks
Transaction Documents
Transfer Documents
Transition Period
Unregistered IP
Work Product
Purchase Price
Payment Terms
Closing Conditions
Representations and Warranties
Title and Ownership
Non-infringement
Assignment
Due Diligence
Confidentiality
Non-competition
Indemnification
Further Assurances
Transition Services
Registration and Recording
Force Majeure
Governing Law
Dispute Resolution
Notices
Amendment and Waiver
Severability
Entire Agreement
Survival
Assignment and Succession
Third Party Rights
Termination
Tax Matters
Liability Limitations
Warranties Disclaimer
Intellectual Property Rights
License Back
Technology Transfer
Employee Matters
International Rights
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