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1. Parties: Identification and details of the seller and purchaser of the intellectual property
2. Background: Context of the transaction and brief description of the intellectual property being transferred
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation
4. Sale and Purchase: Core terms of the transaction including the specific IP being sold and purchased
5. Purchase Price: Details of the consideration, payment terms, and any adjustments
6. Completion: Requirements and process for completing the transfer of the intellectual property
7. Seller's Warranties: Warranties regarding ownership, right to sell, validity and enforceability of the IP
8. IP Specific Warranties: Specific warranties regarding registration status, maintenance, infringement, and encumbrances
9. Seller's Undertakings: Pre and post-completion obligations of the seller
10. Purchaser's Warranties: Basic warranties from the purchaser regarding authority to enter into the agreement
11. Confidentiality: Obligations regarding confidential information disclosed during the transaction
12. Announcements: Requirements for public announcements about the transaction
13. General Provisions: Standard boilerplate clauses including notices, entire agreement, governing law
1. Tax Provisions: Include when there are specific tax implications or arrangements between the parties
2. Employee and Contractor Obligations: Include when IP was created by employees or contractors who may have ongoing rights
3. Third Party Rights: Include when there are licenses or other third party rights that affect the IP
4. Exchange Control: Include for cross-border transactions requiring South African Reserve Bank approval
5. Transitional Services: Include when the seller needs to provide ongoing support or services post-completion
6. Know-how Transfer: Include when practical knowledge or trade secrets need to be transferred
7. Competition Law Compliance: Include when the transaction may have competition law implications
8. Source Code Escrow: Include for software-related IP where source code needs to be protected
1. Schedule 1 - Intellectual Property Rights: Detailed list and description of all IP being transferred including registration numbers
2. Schedule 2 - Registered Rights: Details of all registered patents, trademarks, designs including registration status
3. Schedule 3 - Unregistered Rights: List of unregistered IP including copyright works, know-how, and trade secrets
4. Schedule 4 - Encumbrances: List of all licenses, security interests and other encumbrances affecting the IP
5. Schedule 5 - Third Party Rights: Details of any third party rights, licenses or permissions affecting the IP
6. Schedule 6 - Assignment Documents: Forms and documents required to record the transfer at IP offices
7. Schedule 7 - Completion Requirements: Detailed list of all documents and actions required for completion
8. Appendix A - Power of Attorney: Power of attorney for executing registration of IP transfers
Agreement
Background IP
Business Day
Completion
Completion Date
Confidential Information
Copyright Works
Databases
Designs
Effective Date
Encumbrance
Intellectual Property Rights
Know-How
Licensed Rights
Long-Stop Date
Material Adverse Change
Patents
Purchase Price
Registered Rights
Related Agreements
Representatives
Seller's Group
Software
Source Code
Specifications
Tax
Technical Information
Third Party Rights
Trade Marks
Trade Secrets
Transaction
Transfer Documents
Unregistered Rights
Warranties
Working Day
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Intellectual Property Rights
Title and Ownership
Assignment
Third Party Rights
Confidentiality
Non-Competition
Non-Solicitation
Tax
Exchange Control
Representations
Indemnification
Force Majeure
Termination
Regulatory Compliance
Further Assurance
Assignment and Transfer
Notices
Costs
Entire Agreement
Severability
Waiver
Amendment
Governing Law
Dispute Resolution
Jurisdiction
Announcements
Data Protection
Anti-Corruption
Competition Law
Technology
Software Development
Pharmaceuticals
Biotechnology
Manufacturing
Media and Entertainment
Research and Development
Consumer Goods
Industrial Design
Fashion and Luxury Goods
Telecommunications
Electronics
Automotive
Healthcare
Education
Legal
Intellectual Property
Research and Development
Innovation
Business Development
Commercial
Technology Transfer
Finance
Corporate Development
Strategy
Operations
Compliance
Chief Legal Officer
Intellectual Property Lawyer
Legal Counsel
Chief Technology Officer
Head of Research and Development
Innovation Director
Business Development Manager
Patent Attorney
Technology Transfer Manager
Commercial Director
Chief Executive Officer
Head of Intellectual Property
Licensing Manager
Research Director
Corporate Counsel
Chief Financial Officer
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