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Transfer Of Intellectual Property Rights Agreement
I need a Transfer of Intellectual Property Rights Agreement for transferring a software patent and related source code from our Danish tech startup to a multinational corporation, with completion planned for March 2025 and including provisions for ongoing technical support.
1. Parties: Identification of the transferor and transferee, including full legal names, registration numbers, and registered addresses
2. Background: Context of the transfer, relationship between parties, and brief description of the IP rights being transferred
3. Definitions: Detailed definitions of key terms used throughout the agreement, including specific IP-related terminology
4. Scope of Transfer: Detailed description of the IP rights being transferred and the nature of the transfer (absolute, exclusive, etc.)
5. Transfer Price and Payment: Financial terms of the transfer, including payment amount, payment schedule, and any adjustments
6. Effective Date and Completion: Timing of the transfer and any conditions precedent to completion
7. Warranties and Representations: Warranties regarding ownership, validity, and non-infringement of the IP rights
8. Registration and Recordal: Obligations regarding the recording of the transfer with relevant IP offices and authorities
9. Further Assurance: Obligations to execute additional documents and take necessary steps to perfect the transfer
10. Confidentiality: Provisions regarding the confidential treatment of information disclosed during the transfer process
11. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
12. General Provisions: Standard boilerplate clauses including notices, entire agreement, and severability
1. Tax Provisions: Specific provisions regarding tax implications and responsibilities - include when the transfer has significant tax consequences
2. Employee Rights: Provisions dealing with employee rights in IP - include when the IP was created by employees
3. Ongoing Technical Support: Terms for technical support or knowledge transfer - include when complex technical IP is being transferred
4. Non-Competition: Restrictions on transferor's competitive activities - include when there's risk of market competition
5. Transition Services: Provisions for temporary support services - include when continuous operation of IP requires transition period
6. Third Party Rights: Provisions dealing with third party licenses or permissions - include when IP is subject to third party rights
7. Moral Rights: Specific provisions regarding moral rights - include when copyright works are being transferred
8. Future Improvements: Rights and obligations regarding future improvements to the IP - include when IP is likely to be improved
9. Grant-Back License: Terms of any license granted back to transferor - include when transferor needs continued use of IP
1. Schedule 1 - Intellectual Property Rights: Detailed list and description of all IP rights being transferred, including registration numbers
2. Schedule 2 - Existing Licenses and Encumbrances: List of all existing licenses, permissions, and encumbrances affecting the IP
3. Schedule 3 - Transfer Documents: Forms and documents required for recording the transfer with various IP offices
4. Schedule 4 - Payment Schedule: Detailed payment terms and schedules if payment is to be made in installments
5. Schedule 5 - Technical Documentation: List of all technical documentation to be transferred with the IP
6. Appendix A - Due Diligence Results: Summary of IP due diligence findings and any identified risks
7. Appendix B - Registered User Agreements: List of any registered user agreements or similar arrangements that need to be transferred
Authors
Assigned Rights
Business Day
Completion Date
Confidential Information
Copyright Works
Data
Databases
Design Rights
Documentation
Effective Date
Encumbrances
European Patents
Existing Licenses
Future Rights
Improvement
Intellectual Property Rights
Know-how
Licensed Products
Moral Rights
Patents
Patent Applications
Registered Rights
Related Rights
Software
Source Code
Technical Information
Territory
Trade Marks
Trade Names
Trade Secrets
Transfer Price
Transferee
Transferor
Unregistered Rights
Use
Working Day
Definitions
Transfer of Rights
Assignment
Purchase Price
Payment Terms
Completion
Conditions Precedent
Warranties
Representations
Further Assurance
Registration
Confidentiality
Non-Competition
Indemnification
Tax
Notices
Force Majeure
Anti-Corruption
Data Protection
Transition Services
Technical Support
Future Rights
Moral Rights
Third Party Rights
Documentation Transfer
IP Registration
Governing Law
Dispute Resolution
Severability
Entire Agreement
Assignment and Transfer
Waiver
Amendments
Costs
Counterparts
Survival
Announcements
Technology
Pharmaceuticals
Biotechnology
Software Development
Media and Entertainment
Manufacturing
Research and Development
Creative Industries
Healthcare
Automotive
Telecommunications
Consumer Electronics
Fashion and Design
Publishing
Gaming
Legal
Intellectual Property
Research and Development
Innovation
Business Development
Technology Transfer
Corporate Development
Mergers and Acquisitions
Commercial
Licensing
Patents
Product Development
Legal Counsel
Intellectual Property Attorney
Chief Technology Officer
Research Director
Innovation Manager
Business Development Manager
Technology Transfer Officer
Patent Attorney
Licensing Manager
Chief Executive Officer
Head of Research and Development
General Counsel
Commercial Director
Chief Innovation Officer
VP of Technology
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