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1. Parties: Identification of assignor and assignee
2. Background: Context of the assignment and history of IP ownership
3. Definitions: Key terms used in the agreement including definitions of IP Rights being assigned
4. Assignment: Core clause transferring IP rights from assignor to assignee
5. Warranties: Assignor's guarantees regarding ownership, right to assign, and status of IP rights
6. Further Assurance: Obligation to perform additional acts necessary to perfect the assignment
7. Governing Law: Specification of England and Wales as governing law
1. Consideration: Details of payment or other consideration for the assignment
2. Indemnities: Protection against third-party claims and breaches of warranties
3. Confidentiality: Obligations regarding confidential information and trade secrets
4. Waiver: Provisions regarding waiver of moral rights where applicable
1. Schedule 1: IP Rights: Detailed list of all intellectual property rights being assigned including registration numbers and jurisdictions
2. Schedule 2: Prior Agreements: List of relevant previous agreements being confirmed by this assignment
3. Schedule 3: Excluded Rights: List of any intellectual property rights specifically excluded from the assignment
4. Schedule 4: Form of Assignment Notice: Template notices to be filed with relevant IP offices to record the assignment
Assignee
Effective Date
Assignment Date
Intellectual Property Rights
Patents
Trade Marks
Registered Designs
Copyright
Database Rights
Design Rights
Know-How
Confidential Information
Prior Agreements
Original Assignment
Business Day
Territory
Confirmation Date
Assigned Rights
Excluded Rights
Related Rights
Documentation
Improvements
Moral Rights
Registration
Registrable Rights
Unregistered Rights
Works
Consideration
Warranties
Further Assurance
Waiver of Moral Rights
Confidentiality
Indemnification
Past Use
Registration
Power of Attorney
Governing Law
Jurisdiction
Severability
Entire Agreement
Third Party Rights
Variation
Assignment and Transfer
Costs
Notices
Confirmation of Prior Assignment
IP Ownership
Cooperation
No Encumbrances
Representations
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