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1. Parties: Identification and details of the Assignor and Assignee
2. Background: Context of the IP assignment and relationship between the parties
3. Definitions: Key terms used throughout the agreement
4. Assignment: Core provision transferring ownership of the IP from Assignor to Assignee
5. Consideration: Details of payment or other consideration for the IP transfer
6. Assignor's Warranties: Warranties regarding ownership, right to transfer, and absence of encumbrances
7. Further Assurance: Obligation to execute additional documents and assist with IP transfer formalities
8. Governing Law and Jurisdiction: Specification of German law application and jurisdiction
9. Entire Agreement: Confirmation that the agreement represents the complete understanding between parties
1. Confidentiality: Required when sensitive information is involved in the transfer process
2. Tax Provisions: Needed when there are specific tax implications requiring allocation between parties
3. Employee Rights: Required when the IP involves employee inventions under ArbnErfG
4. Registration and Recordal: Needed for IP rights requiring formal registration transfer
5. Third Party Rights: Required when the IP involves or affects third party rights or licenses
6. Severability: Standard German law clause (salvatorische Klausel) - recommended but not always essential
1. Schedule 1: Intellectual Property: Detailed description of all IP being transferred, including registration numbers where applicable
2. Schedule 2: Existing Licenses: List of any existing licenses or encumbrances affecting the IP
3. Schedule 3: Assignment Documents: Forms and documents required for recording the IP transfer with relevant authorities
4. Schedule 4: Payment Terms: Detailed payment schedule and terms if consideration is not a single payment
Assignee
Assignor
Assignment Date
Confidential Information
Effective Date
Encumbrances
Intellectual Property
IP Rights
Know-How
Patents
Patent Applications
Registered Rights
Related Rights
Technical Documentation
Territory
Third Party Rights
Trade Secrets
Trademarks
Transfer Documents
Unregistered Rights
Works
Consideration
Warranties and Representations
Further Assurance
Confidentiality
Intellectual Property Rights
Registration and Recordal
Tax Provisions
Employee Rights
Third Party Rights
Indemnification
Governing Law
Jurisdiction
Entire Agreement
Severability
Assignment and Transfer
Notices
Costs
Force Majeure
Amendment
Waiver
Technology
Software Development
Research & Development
Biotechnology
Manufacturing
Creative Industries
Media & Entertainment
Pharmaceuticals
Academic & Research
Consumer Products
Industrial Design
Telecommunications
Legal
Intellectual Property
Research & Development
Innovation
Technology Transfer
Business Development
Corporate Development
Contracts Administration
Patent Administration
Intellectual Property Lawyer
Legal Counsel
Patent Attorney
Research Director
Chief Technology Officer
Innovation Manager
R&D Manager
Business Development Manager
Technology Transfer Officer
General Counsel
Contracts Manager
IP Portfolio Manager
Chief Legal Officer
Chief Executive Officer
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