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1. Parties: Identification and details of all contracting parties, including their legal status and registered addresses
2. Background: Context of the agreement, relationship between parties, and general purpose of the IP agreement
3. Definitions: Detailed definitions of key terms used throughout the agreement, including specific IP-related terminology
4. Scope of IP Rights: Detailed description of the intellectual property rights covered by the agreement
5. Grant of Rights: Specific terms of the IP transfer or license, including any territorial or time limitations
6. Payment Terms: Financial terms including royalties, lump-sum payments, and payment schedules
7. Protection and Maintenance: Obligations regarding IP protection, registration, and maintenance of rights
8. Representations and Warranties: Warranties regarding IP ownership, non-infringement, and right to enter into agreement
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Term and Termination: Duration of the agreement and conditions for termination
11. Post-Termination Obligations: Obligations and rights that survive termination of the agreement
12. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
13. General Provisions: Standard clauses including notices, amendments, assignment, and severability
1. Joint Ownership Provisions: Required when IP is jointly owned, detailing management and exploitation rights
2. Quality Control: Necessary for trademark licenses to maintain quality standards
3. Development and Improvements: Required when parties will continue developing the IP or creating improvements
4. Source Code Escrow: For software-related IP agreements to ensure code availability
5. Competition Law Compliance: Required when agreement might impact market competition
6. Data Protection: Necessary when IP involves personal data processing
7. Export Control: Required for IP with international transfer restrictions
8. Moral Rights: Important for copyright-heavy agreements, especially in creative industries
1. Schedule 1: IP Assets Register: Detailed list and description of all IP assets covered by the agreement
2. Schedule 2: Technical Specifications: Technical details of patents, software, or other technical IP
3. Schedule 3: Approved Uses: Specific permitted uses and restrictions for the IP
4. Schedule 4: Payment Schedule: Detailed breakdown of payment terms, royalty calculations, and payment milestones
5. Schedule 5: Quality Standards: Quality control requirements and specifications for trademark licenses
6. Appendix A: Form of Required Notices: Templates for required IP notices, attributions, or markings
7. Appendix B: Security Requirements: Security protocols for protecting confidential IP
Affiliate
Background IP
Confidential Information
Copyright Works
Derivative Works
Effective Date
Foreground IP
Intellectual Property Rights
Improvements
Know-How
License
Licensed Products
Licensed Technology
Moral Rights
Net Sales
Patents
Patent Applications
Proprietary Information
Registered Rights
Royalties
Software
Source Code
Specification
Technical Documentation
Technology
Term
Territory
Trade Marks
Trade Secrets
Unregistered Rights
Use
Working Day
Commercial Exploitation
Disclosure
Due Diligence
Force Majeure
Grant-Back Rights
IP Assets
Licensed Field
Object Code
Project IP
Quality Standards
Related Rights
Technical Information
Third Party Rights
Definitions
Grant of Rights
License Scope
IP Ownership
Assignment of Rights
Registration and Protection
Quality Control
Payment and Royalties
Records and Audits
Confidentiality
Warranties and Representations
IP Infringement
Indemnification
Term and Termination
Post-Termination Rights
Force Majeure
Competition Law Compliance
Dispute Resolution
Governing Law
Assignment and Sub-licensing
Notices
Entire Agreement
Severability
Third Party Rights
Amendments
Further Assurance
Data Protection
Export Control
Moral Rights
Improvements
Technical Support
Maintenance
Training
Research and Development
Joint Development
Publication Rights
Non-Competition
Insurance
Escrow Arrangements
Technology
Pharmaceuticals
Biotechnology
Manufacturing
Software Development
Research & Development
Entertainment
Media
Healthcare
Industrial Design
Automotive
Chemical
Electronics
Education
Consumer Goods
Legal
Intellectual Property
Research and Development
Innovation
Business Development
Technology Transfer
Corporate Affairs
Compliance
Patents and Trademarks
Product Development
Scientific Affairs
Contracts Administration
Legal Counsel
Intellectual Property Manager
Patent Attorney
Research Director
Chief Technology Officer
Innovation Manager
Licensing Manager
R&D Manager
Chief Scientific Officer
Business Development Director
General Counsel
Technology Transfer Officer
IP Rights Administrator
Corporate Lawyer
Contract Manager
Chief Executive Officer
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