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IP Assignment Contract
"I need an IP Assignment Contract governed by Austrian law to transfer a software patent and related source code from our senior developer to our company, with provisions for future improvements made until March 2025."
1. Parties: Identification of the Assignor and Assignee with full legal names and addresses
2. Background: Context of the IP assignment, relationship between parties, and purpose of the transfer
3. Definitions: Key terms including detailed description of the IP being assigned, effective date, and territory
4. Assignment: Express assignment language transferring all rights, title, and interest in the IP
5. Consideration: Payment or other consideration for the IP assignment
6. Representations and Warranties: Assignor's declarations regarding ownership, right to assign, and non-infringement
7. Further Assurances: Obligations to execute additional documents and assist with IP transfer registration
8. Taxes and Costs: Responsibility for transfer taxes, registration fees, and related expenses
9. Governing Law and Jurisdiction: Specification of Austrian law and competent courts
10. Entire Agreement: Integration clause and relationship to prior agreements
1. Employee Inventions: Required when assignment involves IP created in employment context, addressing statutory requirements under Austrian Employee Invention Act
2. Registration and Recordal: Include when IP includes registered rights requiring formal transfer registration
3. Existing Licenses: Needed when IP is subject to existing licenses or usage rights
4. Future Rights: Optional section for assignments including future developments or improvements
5. Moral Rights: Required for copyright works, addressing Austrian moral rights requirements
6. International Provisions: Include when IP has protection in multiple jurisdictions
7. Confidentiality: Optional when assignment includes trade secrets or confidential information
8. Competition Compliance: Required when assignment might raise competition law concerns
1. Schedule 1 - IP Assets: Detailed list and description of all IP being assigned, including registration numbers
2. Schedule 2 - Existing Licenses: List of current licenses, permissions, or encumbrances affecting the IP
3. Schedule 3 - Assignment Forms: Specific assignment forms required for IP registries
4. Schedule 4 - Payment Terms: Detailed payment schedule and mechanisms if payment is not single lump sum
5. Appendix A - Due Diligence Results: Summary of IP ownership and validity verification
6. Appendix B - Transfer Documents: Additional documents required for formal transfer of specific IP rights
Authors
Assignee
Assignor
Assignment Date
Confidential Information
Deed of Assignment
Derivative Works
Documentation
Effective Date
Encumbrances
Governmental Authority
Intellectual Property Rights
Invention
Know-How
Licensed Products
Moral Rights
Net Revenues
Patents
Patent Applications
Prior Art
Registered IP
Related Rights
Software
Source Code
Technical Information
Territory
Trade Secrets
Trademarks
Transfer Documents
Unregistered IP
Work Product
Background IP
Foreground IP
Improvements
IP Registration Offices
License Agreements
Material Change
Proprietary Rights
Registrable IP
Third Party Rights
Definitions
Assignment
Consideration
Warranties and Representations
Further Assurance
Registration
Moral Rights
Confidentiality
Taxes and Costs
Indemnification
Future Cooperation
Non-Competition
Severability
Entire Agreement
Amendment
Waiver
Assignment and Transfer
Notices
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Counterparts
Third Party Rights
Existing Licenses
Employee Rights
Competition Compliance
Data Protection
Survival
Technology
Pharmaceuticals
Biotechnology
Manufacturing
Software Development
Research and Development
Media and Entertainment
Consumer Products
Industrial Design
Healthcare
Automotive
Telecommunications
Education and Research
Creative Industries
Legal
Intellectual Property
Research and Development
Technology Transfer
Business Development
Corporate Development
Innovation
Compliance
Patent Operations
Licensing
Intellectual Property Lawyer
Legal Counsel
Patent Attorney
Technology Transfer Manager
Research Director
Innovation Manager
Chief Technology Officer
Research Scientist
Intellectual Property Manager
Contracts Manager
Business Development Director
Chief Legal Officer
Technology Licensing Officer
R&D Manager
Chief Executive Officer
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