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1. Parties: Identification of transferor and transferee, including full legal names and addresses
2. Background/Recitals: Context of the transfer, identification of the patent(s), and purpose of the agreement
3. Definitions: Key terms used throughout the agreement including 'Patent Rights', 'Effective Date', 'Transfer', etc.
4. Subject Matter of Transfer: Detailed description of the patent rights being transferred
5. Consideration: Payment terms and conditions for the transfer
6. Representations and Warranties: Statements regarding ownership, validity, and freedom to transfer
7. Transfer Execution: Mechanics of the transfer process including USPTO recordation
8. Governing Law: Jurisdiction and applicable law
1. Future Improvements: Rights and obligations regarding improvements made to the patent after transfer
2. Technical Assistance: Terms for providing technical support or knowledge transfer post-assignment
3. Non-Competition: Restrictions on transferor's future activities in the patent space
4. Tax Provisions: Allocation of tax responsibilities and obligations between parties
1. Patent Schedule: Detailed list of patents being transferred including registration numbers and jurisdictions
2. Payment Schedule: Details of payment structure if involving installments or milestones
3. Form of Assignment: USPTO recordation forms and other formal transfer documents
4. Technical Documentation: Technical specifications and related documentation for the patented technology
Assigned Patents
Assignment Date
Closing Date
Confidential Information
Effective Date
Encumbrances
Intellectual Property Rights
Improvements
Licensed Products
Patent Documentation
Patent Rights
Patent Applications
Pending Patents
Purchase Price
Related Rights
Technical Information
Territory
Third Party Rights
Transfer
Transferor
Transferee
USPTO
Valid Claim
Consideration
Representations and Warranties
Recordation
Further Assurance
Confidentiality
Indemnification
Non-Competition
Technical Assistance
Improvements
Taxes
Expenses
Force Majeure
Notices
Assignment and Delegation
Severability
Waiver
Amendment
Entire Agreement
Governing Law
Dispute Resolution
Cooperation
Survival
Term and Termination
Warranties of Title
Counterparts
Authority to Execute
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