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Intellectual Property Sale Agreement
"I need an Intellectual Property Sale Agreement for the sale of our AI software patents and related trade secrets to a Singapore-based tech company, with completion scheduled for March 2025 and including provisions for post-sale technical support."
1. Parties: Identification and details of the seller and purchaser
2. Background: Context of the IP sale and relationship between parties
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transfer including price and payment terms
5. IP Description: Detailed description of intellectual property being sold
6. Warranties and Representations: Seller's guarantees regarding ownership and rights
7. Completion: Transfer mechanics and timing
1. Transitional Services: Support services provided post-sale - include when seller needs to provide ongoing support
2. Employee/Contractor Provisions: Treatment of related personnel - include when IP creators are involved
3. Cross-License: Licensing back certain rights to seller - include when seller needs continued use of IP
1. Schedule 1: IP Assets: Detailed list of all IP being transferred
2. Schedule 2: Registered Rights: List of registrations and applications
3. Schedule 3: Existing Licenses: Details of current licenses affecting the IP
4. Schedule 4: Transfer Documents: Forms and documents required for transfer
Authors
Assigned Rights
Business Day
Completion
Completion Date
Confidential Information
Consideration
Effective Date
Encumbrance
Excluded Assets
Intellectual Property Rights
Know-How
Licensed Rights
Material Contracts
Patents
Purchase Price
Registered IP
Related Rights
Representatives
Seller's Knowledge
Singapore
Trade Marks
Trade Secrets
Transfer Documents
Unregistered IP
Working Day
Works
Assignment
Consideration
Warranties and Representations
Covenants
Completion
Further Assurance
Confidentiality
Non-Competition
Indemnification
Tax
Transfer Mechanics
Registration
Existing Licenses
Third Party Rights
Encumbrances
Governing Law
Dispute Resolution
Force Majeure
Notices
Entire Agreement
Severability
Assignment and Transfer
Waiver
Costs
Counterparts
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