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1. Parties: Identification of the Assignor and Assignee with full legal names and addresses
2. Background: Context of the assignment, relationship between parties, and purpose of the transfer
3. Definitions: Definitions of key terms including types of IP being transferred, Effective Date, and other relevant terms
4. Assignment: Core provision transferring all right, title, and interest in the IP from Assignor to Assignee
5. Consideration: Details of payment or other consideration for the assignment
6. Further Assurance: Obligation to execute additional documents and take necessary steps to perfect the assignment
7. Warranties and Representations: Assignor's warranties regarding ownership, right to assign, no encumbrances, and third-party rights
8. Waiver of Moral Rights: Where applicable, waiver of moral rights in copyright works
9. Indemnification: Assignor's obligation to indemnify Assignee against third-party claims
10. Governing Law and Jurisdiction: Specification of Irish law as governing law and Irish courts' jurisdiction
1. Employee/Contractor Obligations: Additional provisions where the Assignor is/was an employee or contractor
2. Registration: Specific provisions for IP rights requiring registration, used when registered IP is involved
3. Confidentiality: Obligations regarding confidential information, used when sensitive information is involved in the transfer
4. Tax Provisions: Specific tax-related provisions, used for high-value transfers or international assignments
5. Prior Rights: Provisions dealing with pre-existing rights, used when there's a history of IP development
6. Future Rights: Provisions for future developments or improvements, used when ongoing development is expected
7. Third Party Rights: Provisions addressing any third-party licenses or permissions, used when third-party rights exist
8. Survival: Specifying which provisions survive completion of the assignment, used in complex transactions
1. Schedule 1 - Intellectual Property Rights: Detailed list and description of all IP being assigned, including registration numbers where applicable
2. Schedule 2 - Assignment Forms: Forms required for recording the assignment at relevant IP offices
3. Schedule 3 - Existing Licenses: List of existing licenses, permissions, or encumbrances affecting the IP
4. Schedule 4 - Payment Terms: Detailed payment schedule and mechanisms if payment is not made in full at completion
5. Appendix A - Technical Documentation: Technical descriptions or documentation relating to the assigned IP
6. Appendix B - Prior Rights Documentation: Documentation evidencing chain of title or prior rights
Assignee
Assignor
Assignment Date
Background IP
Completion
Confidential Information
Consideration
Copyright Works
Derivative Works
Design Rights
Documentation
Effective Date
Encumbrance
European Patents
Future Rights
Intellectual Property Rights
Improvement
Irish Patents
Know-How
Licensed Rights
Moral Rights
Patents
Patent Applications
Registered Rights
Related Rights
Software
Source Code
Technical Information
Trade Marks
Trade Mark Applications
Trade Secrets
Unregistered Rights
Works
Assignment
Consideration
Warranties and Representations
Further Assurance
Power of Attorney
Moral Rights
Confidentiality
Registration
Taxes
Indemnification
Third Party Rights
Future Rights
Non-Competition
Severability
Entire Agreement
Waiver
Assignment and Transfer
Force Majeure
Notices
Costs
Amendment
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Technology
Software Development
Biotechnology
Pharmaceutical
Manufacturing
Research & Development
Media & Entertainment
Education
Healthcare
Telecommunications
Financial Services
Engineering
Creative Industries
Consumer Goods
Industrial Design
Legal
Intellectual Property
Research and Development
Innovation
Business Development
Commercial
Technology Transfer
Corporate Development
Licensing
Patents
Executive Leadership
Company Secretariat
Legal Counsel
Intellectual Property Lawyer
Patent Attorney
Technology Transfer Officer
Research Director
Chief Technology Officer
Innovation Manager
Business Development Manager
Commercial Director
CEO
Research Scientist
IP Portfolio Manager
Licensing Manager
Contract Manager
General Counsel
Company Secretary
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