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1. Parties: Identification of the Assignor and Assignee with full legal names and details
2. Background: Context of the assignment, relationship between parties, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Assignment: Core provision transferring all right, title, and interest in the IP from Assignor to Assignee
5. Consideration: Details of payment or other consideration for the IP assignment
6. Warranties and Representations: Assignor's warranties regarding ownership, right to assign, and non-infringement of the IP
7. Further Assurance: Obligation to execute additional documents and take necessary steps to perfect the assignment
8. Waiver of Moral Rights: Where applicable, waiver of moral rights in copyright works
9. Confidentiality: Obligations regarding confidential information related to the IP
10. Governing Law and Jurisdiction: Specification of South African law and jurisdiction
11. General Provisions: Standard boilerplate clauses including notices, entire agreement, and severability
1. Tax Provisions: Include when the assignment has significant tax implications or cross-border elements
2. Cooperation in Registration: Include when the IP requires registration or updating of registrations
3. Transitional Provisions: Include when ongoing use by Assignor is needed during a transition period
4. Non-Competition: Include when there's a risk of the Assignor competing using similar IP
5. Quality Control: Include for trademark assignments where product/service quality is crucial
6. Survival: Include when certain provisions need to survive termination
7. Employee/Contractor Obligations: Include when IP was created by employees or contractors who need to confirm assignment
8. Foreign Rights: Include when IP has international registrations or protection
1. Schedule 1 - Description of Intellectual Property: Detailed description of all IP being assigned, including registration numbers
2. Schedule 2 - Payment Terms: Detailed payment structure, especially if involving installments or royalties
3. Schedule 3 - Existing Licenses and Encumbrances: List of any existing licenses, permissions, or encumbrances affecting the IP
4. Schedule 4 - Registered Rights: Details of all registered IP rights including patent, trademark, and design registrations
5. Schedule 5 - Required Third Party Consents: List of required consents from third parties for the assignment
6. Appendix A - Form of Recordal Documents: Templates for documents needed to record the assignment at IP offices
7. Appendix B - Due Diligence Results: Summary of IP due diligence findings and identified risks
Agreement
Assignee
Assignor
Assignment Date
Business Day
Commencement Date
Confidential Information
Consideration
Copyright Works
Designs
Effective Date
Encumbrance
Intellectual Property
Intellectual Property Rights
Know-How
Licensed Products
Moral Rights
Patents
Patent Applications
Registered Rights
Related Rights
South African IP Acts
Technical Information
Territory
Trade Marks
Trade Secrets
Unregistered Rights
Works
Assignment
Consideration
Warranties and Representations
Further Assurance
Moral Rights
Registration
Confidentiality
Non-Competition
Indemnification
Tax
Force Majeure
Governing Law
Dispute Resolution
Notices
Assignment and Transfer
Severability
Entire Agreement
Amendment
Waiver
Costs
Counterparts
Third Party Rights
Survival
Cooperation
Remedies
Technology
Pharmaceuticals
Biotechnology
Media and Entertainment
Manufacturing
Research and Development
Software Development
Creative Industries
Education
Healthcare
Telecommunications
Engineering
Consumer Goods
Professional Services
Legal
Intellectual Property
Research and Development
Innovation
Business Development
Technology Transfer
Corporate Development
Product Development
Executive Leadership
Mergers and Acquisitions
Legal Counsel
Intellectual Property Attorney
General Counsel
Contract Manager
Innovation Manager
Research Director
Chief Technology Officer
Chief Executive Officer
Business Development Manager
IP Portfolio Manager
Technology Transfer Officer
Research Scientist
Product Development Manager
Startup Founder
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