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1. Parties: Identification of the assignor and assignee with full legal details
2. Background: Context of the IP assignment and relationship between the parties
3. Definitions: Definitions of key terms used throughout the agreement, including specific IP-related terminology
4. Assignment: Core provision detailing the transfer of IP rights from assignor to assignee
5. Consideration: Details of payment or other consideration for the IP assignment
6. Warranties and Representations: Assignor's warranties regarding ownership, right to assign, and non-infringement of third-party rights
7. Further Assurance: Obligation to execute additional documents and take necessary steps to perfect the assignment
8. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
1. Employee Inventions: Required when the IP being assigned includes employee inventions under the German Employee Inventions Act
2. Tax Provisions: Specific provisions dealing with tax implications of the IP transfer
3. Confidentiality: Provisions for protecting confidential information, needed when sensitive information is involved
4. Competition Restrictions: Non-compete and non-solicitation provisions, if relevant to the IP assignment
5. Registration and Recordal: Provisions for handling IP registry recordings, needed for registered IP rights
6. Moral Rights: Specific provisions dealing with moral rights, necessary for copyright assignments
7. Existing Licenses: Provisions dealing with existing licenses or encumbrances on the IP
1. Schedule of IP Rights: Detailed list of all IP being assigned, including registration numbers where applicable
2. Form of Assignment Notice: Template for formal assignment notices required for IP registries
3. Existing Licenses and Encumbrances: List of all existing licenses, security interests or other encumbrances affecting the IP
4. Payment Schedule: Details of payment terms and installments if applicable
5. Due Diligence Results: Summary of IP due diligence findings and identified risks
Assignor
Assignee
Effective Date
Intellectual Property Rights
Patents
Patent Applications
Trademarks
Registered Designs
Copyright
Database Rights
Trade Secrets
Know-How
Technical Information
Confidential Information
Improvements
Employee Inventions
Service Inventions
Free Inventions
Moral Rights
Background IP
Foreground IP
Documentation
Consideration
Licensed Rights
Registration Offices
Territory
Third Party Rights
Encumbrances
Business Day
Affiliated Companies
Existing Licenses
Associated Rights
Commercial Purpose
Intellectual Property Registries
Recitals
Definitions
Assignment
Consideration
Warranties and Representations
Further Assurance
Employee Inventions
Moral Rights
Registration and Recordal
Confidentiality
Tax
Data Protection
Competition Restrictions
Severability
Entire Agreement
Amendment
Force Majeure
Assignment and Transfer
Notices
Waiver
Third Party Rights
Costs
Governing Law
Jurisdiction
Dispute Resolution
Language
Execution
Technology
Manufacturing
Pharmaceuticals
Biotechnology
Software Development
Research and Development
Media and Entertainment
Consumer Goods
Industrial Design
Automotive
Telecommunications
Fashion and Luxury Goods
Academic and Research
Healthcare
Legal
Intellectual Property
Research and Development
Innovation
Technology Transfer
Business Development
Compliance
Patent
Product Development
Executive Leadership
Legal Counsel
Intellectual Property Manager
Research Director
Chief Technology Officer
Innovation Manager
Patent Attorney
Technology Transfer Officer
Research Scientist
Product Development Manager
Chief Executive Officer
Business Development Manager
Licensing Manager
Contract Manager
Head of R&D
General Counsel
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