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1. Parties: Identifies and defines the Assignor and Assignee, including full legal names and addresses
2. Background: Explains the context of the assignment, ownership status of the IP, and purpose of the transfer
3. Definitions: Defines key terms used throughout the agreement, including specific IP-related terminology
4. Assignment: Core provision transferring ownership of the IP from Assignor to Assignee, including the scope of rights being transferred
5. Consideration: Specifies the payment or other consideration for the IP assignment
6. Effective Date: Establishes when the assignment takes effect
7. Assignor's Warranties: Warranties regarding ownership, right to assign, non-infringement, and validity of the IP
8. Further Assurance: Obligation to execute additional documents and take necessary steps to perfect the assignment
9. Confidentiality: Obligations regarding confidential information related to the assigned IP
10. Governing Law and Jurisdiction: Specifies New Zealand law as governing law and jurisdiction for disputes
1. Moral Rights: For copyright works, addressing waiver or assertion of moral rights
2. Employee Obligations: Used when the assignment involves IP created by employees
3. Tax Provisions: When the assignment has significant tax implications requiring specific provisions
4. Third Party Rights: When the IP involves licenses or rights granted to third parties
5. Registration: When the IP requires registration or recording of the assignment with IP offices
6. Existing Licenses: When dealing with IP that has existing licenses that need to be addressed
7. Development and Improvements: When future improvements or developments of the IP need to be addressed
8. Indemnification: Specific indemnities beyond standard warranties, used for high-value or high-risk transfers
1. Schedule 1 - Intellectual Property Description: Detailed description of all IP being assigned, including registration numbers, dates, and jurisdictions
2. Schedule 2 - Existing Licenses and Encumbrances: List of all existing licenses, security interests, or other encumbrances affecting the IP
3. Schedule 3 - Assignment Forms: Specific forms required for recording the assignment with various IP offices
4. Schedule 4 - Payment Terms: Detailed payment schedule and terms if the consideration is complex or involves multiple payments
5. Appendix A - IP Documentation: Copies of relevant IP certificates, registrations, and other supporting documentation
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