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Selling Intellectual Property Contract
"I need a Selling Intellectual Property Contract under Austrian law for transferring ownership of three registered patents and associated know-how from my software company to a multinational tech corporation, with completion scheduled for March 15, 2025."
1. Parties: Identification of the seller and purchaser, including full legal names, registration details, and addresses
2. Background: Context of the transaction, including brief description of the IP assets and purpose of the transfer
3. Definitions: Definitions of key terms used throughout the agreement, including specific IP-related terminology
4. Sale and Transfer: Core provisions detailing the transfer of IP rights, including the scope of rights being transferred
5. Purchase Price: Details of the consideration, payment terms, and any adjustments
6. Completion: Specifics about when and how the transfer will be completed, including any conditions precedent
7. Seller's Warranties: Warranties regarding ownership, validity, and non-infringement of the IP rights
8. Tax Provisions: Allocation of responsibility for taxes arising from the transfer
9. Further Assurance: Obligations to execute additional documents and take steps necessary to perfect the transfer
10. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance or milestones
2. Transition Services: Include when the seller needs to provide support or knowledge transfer after completion
3. Non-Competition: Used when restricting seller's future activities in relation to the transferred IP
4. Employee and Contractor Provisions: Include when IP was created by employees or contractors and their rights need to be addressed
5. Data Protection: Required when personal data is involved in the IP transfer
6. Source Code Escrow: Include for software IP where source code needs to be secured
7. License Back: Used when seller requires continued limited use of the transferred IP
1. Schedule 1 - IP Assets: Detailed list and description of all IP assets being transferred, including registration numbers
2. Schedule 2 - Excluded Assets: List of any IP assets specifically excluded from the transfer
3. Schedule 3 - Registered Rights: Details of all registered IP rights including patents, trademarks, and designs
4. Schedule 4 - Unregistered Rights: List of unregistered IP rights such as copyright, know-how, and trade secrets
5. Schedule 5 - Existing Licenses: Details of any existing licenses, permissions or encumbrances affecting the IP
6. Schedule 6 - Transfer Documents: Forms and documents required for recording the transfer with relevant IP offices
7. Schedule 7 - Payment Schedule: Detailed payment terms and milestones if payment is not made in full at completion
Authors
Intellectual Property Rights
IP Assets
Completion Date
Completion
Consideration
Effective Date
Encumbrance
Know-How
Licensed Rights
Material Adverse Change
Patents
Patent Applications
Purchase Price
Registered IP Rights
Seller's Knowledge
Specifications
Technical Information
Trade Secrets
Trademarks
Transfer Documents
Unregistered IP Rights
Working Day
Confidential Information
Documentation
Excluded Assets
Governmental Authority
Improvements
IP Registries
Licensed Third Party IP
Moral Rights
Related Rights
Source Code
Third Party Rights
Use
Warranties
Sale and Transfer
Purchase Price
Completion
Conditions Precedent
Warranties
Tax
Indemnification
Confidentiality
Assignment
Further Assurance
Non-Competition
Transfer of Rights
Due Diligence
Intellectual Property Rights
Registration
Force Majeure
Notices
Severability
Entire Agreement
Amendments
Waiver
Costs
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Data Protection
Transition Services
License Back
Post-Completion Obligations
Representations
Title and Risk
Encumbrances
Moral Rights
Technology
Software Development
Pharmaceuticals
Biotechnology
Manufacturing
Media and Entertainment
Research and Development
Consumer Products
Industrial Design
Creative Industries
Telecommunications
Healthcare
Automotive
Legal
Intellectual Property
Research and Development
Technology Transfer
Business Development
Commercial
Innovation
Corporate Development
Mergers and Acquisitions
Product Development
Chief Technology Officer
Intellectual Property Manager
Legal Counsel
Patent Attorney
Research Director
Innovation Manager
Business Development Director
Technology Transfer Officer
Chief Legal Officer
Commercial Director
Head of R&D
IP Strategist
General Counsel
Licensing Manager
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