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Deed Of Sale Of Rights
"I need a Deed of Sale of Rights under Philippine law to transfer software patent rights from our tech company to a multinational corporation, with the transfer to be completed by March 2025 and including provisions for ongoing technical support."
1. Parties: Identifies and provides complete details of the Seller and Buyer, including their legal names, addresses, and legal capacity to enter into the agreement
2. Background: Explains the context of the sale, including the Seller's ownership/right to sell, and the Buyer's interest in acquiring the rights
3. Definitions: Defines key terms used throughout the deed for clarity and legal certainty
4. Subject Matter of Sale: Detailed description of the rights being sold and transferred
5. Consideration: States the agreed purchase price and payment terms
6. Representations and Warranties: Seller's warranties regarding ownership, authority to sell, and condition of the rights being transferred
7. Transfer of Rights: Explicit statement of transfer and assignment of rights from Seller to Buyer
8. Effectivity: Specifies when the transfer becomes effective
9. Taxes and Expenses: Allocation of responsibility for transfer taxes, registration fees, and other related expenses
10. Governing Law: Specifies Philippine law as the governing law
11. Execution: Formal execution block including notarization requirements as per Philippine law
1. Intellectual Property Rights: Required when the sale involves patents, trademarks, copyrights, or other IP rights
2. Due Diligence: Include when the buyer has conducted specific investigations or verifications
3. Conditions Precedent: Add when there are specific conditions that must be met before the transfer becomes effective
4. Post-Transfer Obligations: Include when either party has continuing obligations after the transfer
5. Non-Competition: Add when the seller agrees not to compete or use similar rights
6. Regulatory Approvals: Required when the transfer needs specific government or regulatory approvals
7. Dispute Resolution: Include when parties want to specify particular dispute resolution mechanisms
1. Schedule 1 - Description of Rights: Detailed technical or legal description of the rights being transferred
2. Schedule 2 - Proof of Ownership: Copies of relevant certificates, registrations, or other proof of seller's ownership
3. Schedule 3 - Payment Terms: Detailed payment schedule if payment is to be made in installments
4. Schedule 4 - Related Assets: List of any associated assets or materials included in the transfer
5. Appendix A - Required Governmental Approvals: List of necessary permits, licenses, or regulatory approvals
6. Appendix B - Encumbrances: Details of any existing limitations, licenses, or encumbrances on the rights
Authors
Applicable Law
Business Day
Closing
Closing Date
Completion
Consideration
Effective Date
Encumbrances
Executing Parties
Governing Law
Intellectual Property Rights
Licensed Rights
Material Adverse Effect
Parties
Philippine Peso
Property Rights
Purchase Price
Related Rights
Rights
Sale
Seller's Warranties
Subject Matter
Term
Territory
Third Party Rights
Transfer
Transfer Date
Transaction
Working Hours
Sale and Transfer
Consideration
Payment Terms
Representations and Warranties
Title and Ownership
Delivery and Transfer
Tax Obligations
Encumbrances
Further Assurance
Assignment
Confidentiality
Non-Competition
Indemnification
Force Majeure
Notices
Governing Law
Dispute Resolution
Severability
Entire Agreement
Amendment
Waiver
Costs and Expenses
Counterparts
Registration
Compliance with Laws
Authority and Capacity
Effectiveness
Termination
Survival
Real Estate
Intellectual Property
Technology
Manufacturing
Entertainment
Media
Publishing
Software Development
Pharmaceuticals
Research and Development
Agriculture
Mining
Energy
Telecommunications
Legal
Compliance
Business Development
Commercial
Operations
Corporate Secretarial
Risk Management
Property Management
Intellectual Property
Asset Management
Contract Administration
Legal Counsel
Corporate Lawyer
Compliance Officer
Business Development Manager
Contract Administrator
Intellectual Property Manager
Property Manager
Real Estate Manager
Chief Legal Officer
Company Secretary
Rights Management Officer
Commercial Director
Business Owner
CEO
Managing Director
Operations Manager
Asset Manager
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