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IP Transfer Agreement
"I need an IP Transfer Agreement to transfer ownership of a software patent and related source code from my tech startup to a multinational corporation, with completion scheduled for March 2025, including provisions for ongoing technical support during a 6-month transition period."
1. Parties: Identifies and provides full details of the transferor and transferee, including registration details for companies
2. Background: Explains the context of the transfer, ownership status of the IP, and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement, including specific IP-related terminology
4. Transfer of IP Rights: Core clause specifying the IP being transferred and nature of the transfer (absolute, exclusive, etc.)
5. Consideration: Details of the payment or other consideration for the IP transfer
6. Warranties and Representations: Transferor's warranties regarding ownership, right to transfer, and status of IP rights
7. Protection of IP Rights: Obligations regarding maintenance and protection of the IP rights being transferred
8. Further Assurance: Commitment to execute additional documents and take necessary steps to perfect the transfer
9. Confidentiality: Obligations regarding confidential information disclosed during the transfer process
10. Taxes and Costs: Allocation of responsibility for transfer taxes, registration fees, and other costs
11. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and jurisdiction for disputes
12. General Provisions: Standard boilerplate clauses including notices, entire agreement, and severability
1. Regulatory Approvals: Required when the transfer needs specific regulatory clearances, such as NOTAP approval
2. Third Party Consents: Needed when existing licenses or agreements require third-party approval for the transfer
3. Transitional Provisions: Used when ongoing support or knowledge transfer is required post-completion
4. Security Interests: Required when the IP is subject to existing security interests or encumbrances
5. Employee and Contractor Rights: Needed when addressing rights of employees or contractors who developed the IP
6. Competition Compliance: Required when the transfer might have competition law implications
7. Registration and Recordal: Detailed provisions for recording the transfer with relevant IP offices when required
8. Indemnification: Specific indemnities beyond standard warranties, used for known risks or issues
1. Schedule 1 - IP Assets: Detailed list and description of all IP being transferred, including registration numbers
2. Schedule 2 - Existing Licenses: List of existing licenses, contracts, or agreements affecting the IP
3. Schedule 3 - Payment Terms: Detailed payment schedule and mechanisms if payment is not single lump sum
4. Schedule 4 - Required Consents: List of required third-party consents and regulatory approvals
5. Schedule 5 - Registered Rights: Details of all registered IP rights including registration numbers and renewal dates
6. Schedule 6 - Form of Assignment: Template documents for recording the transfer with relevant IP offices
7. Schedule 7 - Excluded Rights: Clear specification of any IP rights excluded from the transfer
8. Schedule 8 - Territory: Specification of geographical scope of IP rights being transferred
Authors
Agreement
Assigned Rights
Business Day
Commencement Date
Completion
Completion Date
Confidential Information
Consideration
Copyright Works
Effective Date
Encumbrance
Excluded Rights
Goodwill
Industrial Designs
Intellectual Property Rights
Know-How
Licensed Rights
NOTAP
Patents
Pending Applications
Registered Rights
Related Rights
Relevant Territory
Technical Information
Trade Marks
Trade Secrets
Transferred IP
Transferor
Transferee
Unregistered Rights
Working Day
Interpretation
Definitions
Transfer of Rights
Consideration
Completion
Warranties
Representations
Assignment
Further Assurance
Confidentiality
Regulatory Compliance
Third Party Rights
Registration
Recordal
Payment Terms
Taxes
Encumbrances
Indemnification
Protection of Rights
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Notices
Severability
Entire Agreement
Amendments
Waiver
Assignment and Transfer
Costs
Counterparts
Third Party Consents
Competition Compliance
Transitional Provisions
Survival
Boilerplate
Technology
Software Development
Manufacturing
Pharmaceuticals
Media and Entertainment
Research and Development
Education
Creative Industries
Biotechnology
Telecommunications
Fashion and Design
Consumer Goods
Industrial Engineering
Healthcare
Energy
Legal
Intellectual Property
Research and Development
Innovation
Commercial
Compliance
Business Development
Technology Transfer
Corporate Development
Product Development
Legal Counsel
Intellectual Property Manager
Chief Technology Officer
Research and Development Director
Chief Executive Officer
Innovation Manager
Patent Attorney
Technology Transfer Officer
Business Development Manager
Compliance Officer
General Counsel
Commercial Director
Head of Legal
Chief Innovation Officer
Licensing Manager
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