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1. Parties: Identifies and defines the Assignor and Assignee with full legal names and addresses
2. Background: Explains the context of the assignment, including the Assignor's ownership of the IP and the parties' intention to transfer the rights
3. Definitions: Defines key terms used throughout the agreement, including specific IP terms, Effective Date, and other relevant concepts
4. Assignment: Core clause transferring all right, title, and interest in the IP from Assignor to Assignee
5. Consideration: Specifies the payment or other consideration for the 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. Waiver of Moral Rights: Where applicable, the waiver of moral rights in copyright works
9. Governing Law and Jurisdiction: Specifies Irish law as governing law and Irish courts' jurisdiction
10. Entire Agreement: Confirms the agreement represents the entire understanding between parties
11. Execution: Signature blocks and execution provisions
1. Tax Provisions: Include when the assignment has significant tax implications or requires specific tax treatments
2. Confidentiality: Include when confidential information is being disclosed as part of the assignment process
3. Employee/Contractor Obligations: Include when the IP was created by employees or contractors who need to be bound by the assignment
4. Registration and Recordal: Include when the IP requires registration or recordal with official offices
5. Indemnification: Include when specific indemnities are required beyond standard warranties
6. Survival: Include when certain provisions need to survive termination
7. Third Party Rights: Include when third parties have interests in or rights to use the IP
8. Assignment and Succession: Include when there are specific restrictions on future transfers of the assigned IP
1. Schedule 1 - Description of Intellectual Property: Detailed description of all IP being assigned, including registration numbers where applicable
2. Schedule 2 - Existing Licenses and Encumbrances: List of any existing licenses, permissions, or encumbrances affecting the IP
3. Schedule 3 - Assignment Documents: Forms and documents required for recording the assignment with relevant IP offices
4. Schedule 4 - Payment Terms: Detailed payment schedule and terms if the consideration is complex or involves multiple payments
5. Schedule 5 - Registered Rights: List of all registered IP rights including patents, trademarks, and designs with registration details
6. Appendix A - Chain of Title Documentation: Supporting documents showing Assignor's ownership chain of the IP
Assignee
Assignor
Assignment Date
Business Day
Confidential Information
Copyright Works
Derivative Works
Documentation
Effective Date
Encumbrances
Intellectual Property Rights
Improvements
Industrial Designs
Know-How
Licensed Rights
Moral Rights
Patents
Patent Applications
Registered Rights
Related Rights
Source Code
Technical Information
Trade Marks
Trade Secrets
Unregistered Rights
Works in Progress
Background IP
Consideration
Existing Licenses
Implementation Date
Invention Records
Material Contracts
Permitted Uses
Related Companies
Territory
Third Party Rights
Assignment
Consideration
Warranties and Representations
Further Assurance
Moral Rights
Confidentiality
Tax
Registration and Recordal
Cooperation
Indemnification
Non-Competition
Transfer Restrictions
Third Party Rights
Severability
Waiver
Force Majeure
Notices
Amendment
Assignment and Succession
Costs
Counterparts
Entire Agreement
Governing Law
Jurisdiction
Dispute Resolution
Technology
Pharmaceuticals
Biotechnology
Software Development
Media and Entertainment
Research and Development
Manufacturing
Creative Industries
Healthcare
Education
Telecommunications
Engineering
Consumer Products
Professional Services
Legal
Intellectual Property
Research and Development
Technology Transfer
Innovation
Commercial
Business Development
Corporate Development
Product Development
Engineering
Scientific Research
Contracts Administration
Legal Counsel
Intellectual Property Lawyer
Patent Attorney
Technology Transfer Officer
Research Director
Chief Technology Officer
Innovation Manager
Licensing Manager
Commercial Director
Business Development Manager
Contract Manager
General Counsel
IP Portfolio Manager
Research Scientist
Software Development Manager
Product Development Manager
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