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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
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