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Intellectual Property Assignment Agreement
"I need an Intellectual Property Assignment Agreement to transfer ownership of our startup's software patents and related IP to a large tech company that's acquiring us, with the transfer to be completed by March 2025."
1. Parties: Identifies the assignor and assignee with full legal names and addresses
2. Background: Explains context and purpose of the assignment
3. Definitions: Defines key terms used throughout the agreement
4. Assignment: Core provision transferring IP rights from assignor to assignee
5. Warranties and Representations: Assignor's warranties regarding ownership and right to assign
6. Consideration: Details of payment or other consideration for the assignment
7. Further Assurance: Obligation to execute additional documents if needed
8. Governing Law: Specifies Singapore law as governing law
1. Confidentiality: Required when sensitive information is involved in the transfer
2. Non-Competition: Restricts assignor's competing activities
3. Tax Provisions: Addresses tax implications of the transfer
4. Employee Obligations: Addresses employee-created IP
1. Schedule of Intellectual Property: Detailed list of all IP being assigned including registration numbers
2. Schedule of Excluded Rights: List of any IP rights specifically excluded from the assignment
3. Schedule of Prior Licenses: List of existing licenses that affect the assigned IP
4. Form of Assignment Notice: Template for notices to be filed with IP offices
Authors
Assigned Rights
Assignment Date
Assignor
Assignee
Business Day
Commencement Date
Confidential Information
Consideration
Effective Date
Encumbrance
Intellectual Property Rights
Know-how
Licensed Rights
Moral Rights
Patents
Patent Applications
Registered Designs
Related Rights
Singapore
Technical Information
Trade Marks
Trade Secrets
Works
Consideration
Representations and Warranties
Further Assurance
Confidentiality
Moral Rights
Registration
Indemnification
Waiver
Entire Agreement
Severability
Governing Law
Jurisdiction
Assignment and Transfer
Notices
Force Majeure
Costs
Amendment
Counterparts
Third Party Rights
No Partnership
Tax Matters
Compliance with Laws
Dispute Resolution
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