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Assignment Of Intellectual Property Rights
"I need an Assignment of Intellectual Property Rights agreement under Austrian law for transferring a portfolio of software patents and associated source code from our tech startup to a large multinational corporation, with completion planned for March 2025."
1. Parties: Identification of the Assignor and Assignee, including full legal names, registration details, and addresses
2. Background: Context of the assignment, relationship between parties, and brief description of the IP rights being transferred
3. Definitions: Definitions of key terms used throughout the agreement, including specific IP-related terminology
4. Subject Matter of Assignment: Detailed description of the intellectual property rights being assigned
5. Assignment: Express provisions transferring all right, title, and interest in the IP from Assignor to Assignee
6. Consideration: Details of the payment or other consideration for the assignment
7. Warranties and Representations: Assignor's warranties regarding ownership, right to assign, and absence of encumbrances
8. Further Assurance: Obligations to execute additional documents and assist with IP right transfers
9. Effective Date and Completion: When the assignment takes effect and any completion requirements
10. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes
11. Execution: Signature blocks and execution formalities
1. Moral Rights: For copyright works, provisions regarding moral rights where applicable
2. Tax Provisions: Specific tax-related provisions when the assignment has significant tax implications
3. Confidentiality: Provisions for maintaining confidentiality of the IP and transaction details
4. Employee/Contractor Obligations: Where IP was created by employees/contractors, provisions ensuring proper chain of title
5. Registration and Recordal: Specific provisions for recording the assignment with relevant IP offices
6. Indemnification: Additional indemnification provisions for specific risks or concerns
7. Prior Agreements: Provisions addressing existing licenses or agreements affecting the IP
8. Survival: Specification of which provisions survive completion of the assignment
1. Schedule 1 - Intellectual Property Rights: Detailed inventory of all IP being assigned, including registration numbers
2. Schedule 2 - Existing Licenses: List of existing licenses or encumbrances affecting the IP
3. Schedule 3 - Assignment Forms: Specific forms required for recording the assignment with IP offices
4. Schedule 4 - Prior Agreements: Copies or details of relevant prior agreements affecting the IP
5. Appendix A - IP Documentation: Copies of registration certificates and other IP documentation
6. Appendix B - Chain of Title: Documentation showing chain of title where relevant
Authors
Assignor
Assignee
Effective Date
Completion Date
Patents
Patent Applications
Trademarks
Trade Names
Registered Designs
Design Rights
Copyright
Database Rights
Know-How
Trade Secrets
Confidential Information
Improvements
Technical Information
Documentation
Registered Rights
Unregistered Rights
Related Rights
Moral Rights
Commercial Rights
Exploitation Rights
Territory
Consideration
Encumbrances
Intellectual Property Offices
Registration
Licensed Rights
Background IP
Developed IP
Associated Rights
Proprietary Rights
Work Product
Prior Art
Business Day
Completion
Governmental Authority
IP Registration Numbers
Third Party Rights
Definitions
Assignment
Consideration
Warranties and Representations
Further Assurance
Moral Rights
Registration
Confidentiality
Intellectual Property Rights
Transfer of Rights
Title and Interest
Completion
Payment
Tax
Indemnification
Cooperation
Third Party Rights
Governing Law
Jurisdiction
Severability
Entire Agreement
Amendments
Notices
Waiver
Assignment and Transfer
Force Majeure
Costs and Expenses
Survival
Execution
Technology
Software Development
Pharmaceuticals
Biotechnology
Manufacturing
Research and Development
Creative Industries
Media and Entertainment
Engineering
Healthcare
Education
Consumer Goods
Industrial Design
Professional Services
Telecommunications
Legal
Intellectual Property
Research and Development
Innovation
Compliance
Business Development
Technology Transfer
Corporate Development
Product Development
Licensing
Patents
Regulatory Affairs
Legal Counsel
Intellectual Property Attorney
Patent Attorney
Research Director
Chief Technology Officer
Innovation Manager
R&D Manager
Technology Transfer Officer
Business Development Manager
Compliance Officer
General Counsel
Contract Manager
IP Portfolio Manager
Chief Executive Officer
Chief Legal Officer
Technology Licensing Manager
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