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1. Parties: Identifies and provides full details of all parties to the agreement
2. Background: Sets out the context and purpose of the agreement, including the nature of the intellectual property involved
3. Definitions: Defines key terms used throughout the agreement, particularly IP-specific terminology
4. Intellectual Property Rights: Clearly specifies the IP rights being transferred, licensed, or created
5. Ownership and Assignment: Details the ownership status of the IP and any transfer of rights
6. License Terms: Specifies the scope, duration, and territory of any IP licenses granted
7. Payment Terms: Outlines fees, royalties, and payment schedules related to the IP
8. Confidentiality: Establishes obligations regarding confidential information and trade secrets
9. Warranties and Representations: Provides assurances regarding IP ownership, non-infringement, and validity
10. Term and Termination: Sets out the duration of the agreement and termination conditions
11. Dispute Resolution: Specifies procedures for handling disputes under New Zealand law
12. General Provisions: Includes standard contractual terms like notices, amendments, and governing law
1. Moral Rights: Required when dealing with copyright works where moral rights may be relevant
2. Research and Development: Include when the agreement involves ongoing IP development or innovation
3. Quality Control: Necessary for trademark licenses or brand-related agreements
4. Technology Transfer: Include when technical knowledge or know-how transfer is involved
5. Geographic Restrictions: Required when IP rights are limited to specific territories
6. Improvements: Include when dealing with potential future improvements to the IP
7. Indigenous Rights: Required when the IP involves or affects Maori traditional knowledge or cultural expressions
8. Competition Law Compliance: Include when IP rights might affect market competition
9. Data Protection: Required when personal data or sensitive information is involved
10. Export Control: Include when IP transfer might be subject to export regulations
1. Schedule 1 - IP Asset Register: Detailed list and description of all IP assets covered by the agreement
2. Schedule 2 - Technical Specifications: Technical details and requirements of the intellectual property
3. Schedule 3 - Payment Schedule: Detailed breakdown of payments, royalties, and calculation methods
4. Schedule 4 - Approved Uses: Specific permitted uses and restrictions for the IP
5. Schedule 5 - Quality Standards: Quality control requirements and standards for IP usage
6. Appendix A - Due Diligence Results: Results of IP due diligence investigations
7. Appendix B - IP Registration Certificates: Copies of relevant IP registrations and certificates
8. Appendix C - Form of Reports: Templates for required reporting under the agreement
Background IP
Business Day
Commercial Purpose
Confidential Information
Copyright
Derivative Works
Effective Date
Foreground IP
Governing Law
Improvements
Intellectual Property Rights
Know-how
License
Licensed IP
Moral Rights
Net Revenue
New IP
Patents
Patent Applications
Pre-existing IP
Project
Registered IP Rights
Related Companies
Royalties
Source Code
Specifications
Technical Information
Term
Territory
Trade Marks
Trade Secrets
Traditional Knowledge
Unregistered IP Rights
Use
Working Day
License Grant
Assignment
Ownership
Confidentiality
Warranties and Representations
Payment and Royalties
Term and Termination
Quality Control
Enforcement Rights
Moral Rights
Use Restrictions
Registration and Maintenance
Improvements
Technology Transfer
Research and Development
Indigenous Rights
Dispute Resolution
Liability and Indemnification
Competition Law Compliance
Export Control
Data Protection
Force Majeure
Governing Law
Amendment
Assignment and Sublicensing
Notices
Audit Rights
Compliance with Laws
Entire Agreement
Technology
Software Development
Pharmaceutical
Biotechnology
Media and Entertainment
Publishing
Manufacturing
Research and Development
Education
Creative Industries
Healthcare
Agriculture
Fashion and Design
Consumer Goods
Legal
Intellectual Property
Research and Development
Business Development
Commercial
Innovation
Technology Transfer
Executive Leadership
Product Development
Compliance
Corporate Affairs
Legal Counsel
IP Attorney
Patent Attorney
Business Development Manager
Research Director
Technology Transfer Officer
Innovation Manager
Commercial Director
CEO
CTO
General Counsel
Licensing Manager
R&D Manager
Contract Manager
IP Portfolio Manager
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