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1. Parties: Identifies and defines the assignor and assignee
2. Background/Recitals: Explains context and purpose of the assignment
3. Definitions: Defines key terms used throughout the agreement
4. Assignment of Rights: Core section detailing the IP rights being transferred
5. Consideration: States the payment or other value exchanged for the IP rights
6. Representations and Warranties: Assignor's guarantees regarding ownership and right to transfer
7. Further Assurances: Commitment to execute additional documents if needed
8. Governing Law: Specifies applicable jurisdiction and law
1. Moral Rights Waiver: Waiver of moral rights in copyrighted works - include when dealing with copyright assignments, especially in creative works
2. Confidentiality: Provisions regarding confidential information - include when sensitive information is involved in the transfer
3. Registration Rights: Rights and obligations regarding IP registration - include for patents, trademarks, or other registrable IP
4. Survival Clause: Specifies which provisions survive assignment - include when certain obligations should continue post-assignment
1. Schedule A - Description of IP: Detailed list and description of IP being assigned
2. Schedule B - Existing Licenses: List of any existing licenses or encumbrances
3. Schedule C - Registration Details: Details of existing registrations and applications
4. Appendix 1 - Assignment Forms: Standard forms required for recording assignments with IP offices
Assigned Rights
Assignment Date
Assignor
Assignee
Confidential Information
Documentation
Effective Date
Encumbrance
Improvements
Intellectual Property Rights
Know-How
Patents
Patent Applications
Patent Rights
Registered IP
Related Rights
Trade Secrets
Trademarks
Technical Information
Works
Work Product
Third Party Rights
Territory
Proprietary Rights
Moral Rights
Consideration
Warranties and Representations
Further Assurances
Confidentiality
Moral Rights
Registration and Recordal
Waiver
Indemnification
Governing Law
Jurisdiction
Entire Agreement
Severability
Assignment and Transfer
Third Party Rights
Cooperation
No Implied License
Notices
Amendments
Force Majeure
Dispute Resolution
Survival
Counterparts
Non-Competition
Non-Disclosure
Good Faith
Technology
Creative Industries
Biotechnology
Manufacturing
Research & Development
Legal
Research & Development
Innovation
Intellectual Property
Corporate Development
Chief Technology Officer
IP Counsel
Research Director
Innovation Manager
Legal Counsel
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