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Transfer Of Intellectual Property Agreement
"I need a Transfer of Intellectual Property Agreement under Austrian law for transferring software IP rights, including source code and related patents, from my tech startup to a large corporation, with completion scheduled for March 2025 and including provisions for ongoing technical support."
1. Parties: Identification of the transferor and transferee, including full legal names, registration details, and addresses
2. Background: Context of the IP transfer, relationship between parties, and purpose of the agreement
3. Definitions: Detailed definitions of key terms, including specific IP assets, effective date, and technical terminology
4. Subject Matter of Transfer: Clear identification and description of the IP rights being transferred
5. Scope of Transfer: Extent of rights being transferred, including territorial scope and field of use
6. Transfer Price and Payment Terms: Consideration for the transfer, payment schedule, and payment methods
7. Effective Date and Completion: When the transfer takes effect and conditions for completion
8. Representations and Warranties: Warranties regarding ownership, validity, and non-infringement of the IP rights
9. Registration and Recordal: Obligations regarding the recording of the transfer with relevant IP offices
10. Cooperation: Parties' obligations to cooperate in executing documents and completing formalities
11. Confidentiality: Protection of confidential information exchanged during the transfer process
12. Tax and Costs: Allocation of tax liabilities and transfer-related costs
13. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Technical Support and Knowledge Transfer: Used when ongoing technical assistance is required post-transfer
2. Employee Inventions: Required when transferred IP includes inventions made by employees
3. Grant-Back License: When transferor needs to retain certain limited rights to the IP
4. Competition Law Compliance: Required for transfers that may have competition law implications
5. Cross-Border Provisions: When IP transfer involves multiple jurisdictions
6. Further Development Rights: When parties need to address rights to future improvements or developments
7. Third Party Rights: When the IP is subject to existing licenses or other third-party rights
8. Data Protection: When transfer involves personal data or databases
9. Transitional Provisions: When phased transfer or temporary arrangements are needed
1. Schedule 1: IP Assets Register: Detailed list and description of all IP assets being transferred
2. Schedule 2: Existing Licenses and Encumbrances: List of all existing licenses, security interests, or other encumbrances affecting the IP
3. Schedule 3: Registration Details: Details of all registrations and applications for the IP rights
4. Schedule 4: Payment Schedule: Detailed payment terms and milestones if payment is not made in full at completion
5. Schedule 5: Required Assignments: Forms of assignment documents required for specific IP rights
6. Schedule 6: Technical Documentation: List of all technical documents, source code, or other materials to be transferred
7. Appendix A: Form of Recordal Applications: Template documents for recording the transfer with IP offices
8. Appendix B: Due Diligence Reports: Summary of IP due diligence findings and identified risks
Authors
Assigned Rights
Business Day
Completion
Completion Date
Confidential Information
Copyright Works
Design Rights
Effective Date
Encumbrance
Existing Licenses
Further Assurance
Industrial Property Rights
Intellectual Property Rights
Know-How
Licensed Software
Patents
Patent Applications
Registered Rights
Related Rights
Technical Documentation
Technical Information
Third Party Rights
Trade Marks
Trade Names
Trade Secrets
Transfer Price
Transferee
Transferor
Unregistered Rights
Working Day
Background IP
Developed IP
Derivative Works
Documentation
Domain Names
Excluded Rights
Improvement
Licensed Territory
Material Breach
Moral Rights
Proprietary Information
Related Companies
Source Code
Specifications
Technology
Definitions
Transfer of Rights
Assignment
Consideration
Payment Terms
Completion
Warranties
Representations
Title Guarantee
Further Assurance
Infringement
Registration
Confidentiality
Indemnification
Cooperation
Tax
Costs
Third Party Rights
Notices
Force Majeure
Assignment and Transfer
Severability
Entire Agreement
Amendments
Waiver
Governing Law
Jurisdiction
Dispute Resolution
Recordal
Technical Support
Know-How Transfer
Employee Inventions
Competition Compliance
Data Protection
Intellectual Property Registration
Non-Competition
Grant-Back Rights
Existing Licenses
Transition Provisions
Liability
Termination
Survival
Execution
Technology
Software Development
Manufacturing
Pharmaceuticals
Biotechnology
Research and Development
Creative Industries
Engineering
Electronics
Chemical Industry
Automotive
Media and Entertainment
Healthcare
Industrial Design
Telecommunications
Legal
Intellectual Property
Research and Development
Innovation
Technology Transfer
Business Development
Corporate Development
Compliance
Technical Operations
Product Development
Patent Operations
Commercial Operations
Chief Executive Officer
Chief Technology Officer
Chief Legal Officer
Legal Counsel
Intellectual Property Attorney
Patent Attorney
Research Director
Head of Innovation
Technology Transfer Manager
Business Development Manager
IP Portfolio Manager
General Counsel
Commercial Director
Innovation Manager
Research Scientist
Technical Director
Managing Director
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