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1. 1. Parties: Identification and details of all contracting parties
2. 2. Background: Context and purpose of the agreement, including reference to relevant IP rights
3. 3. Definitions: Key terms used throughout the agreement, including specific IP-related definitions
4. 4. IP Rights Definition and Scope: Detailed description of intellectual property covered by the agreement, including registration numbers where applicable
5. 5. Grant of Rights: Terms of IP transfer or license, including scope of use, exclusivity, and sublicensing rights
6. 6. Payment Terms: Financial considerations, royalties, and payment schedules
7. 7. Representations and Warranties: Guarantees regarding IP ownership, validity, and non-infringement
8. 8. Protection and Enforcement: Obligations regarding IP protection and enforcement against third parties
9. 9. Term and Termination: Duration of the agreement and conditions for termination
10. 10. Confidentiality: Protection of confidential information exchanged during the agreement
11. 11. General Provisions: Standard contractual provisions including governing law, jurisdiction, and entire agreement
1. Improvements: Provisions dealing with future improvements to the IP, particularly relevant for technology and patent agreements
2. Territory Restrictions: Geographical limitations on IP use, necessary for international agreements
3. Quality Control: Standards for IP usage, particularly important for trademark licenses
4. Competition Law Compliance: Specific provisions ensuring compliance with competition laws, particularly for exclusive licenses
5. Source Code Escrow: For software IP agreements, provisions for source code protection and access
1. Schedule 1 - IP Rights Register: Comprehensive list of all IP rights covered by the agreement, including registration numbers and dates
2. Schedule 2 - Payment Schedule: Detailed payment terms, royalty calculations, and milestone payments
3. Schedule 3 - Technical Specifications: Technical details of the IP, particularly important for patent and software agreements
4. Schedule 4 - Brand Guidelines: Usage guidelines for trademarks and branding elements
5. Schedule 5 - Form of Assignment: Template documents for formal IP assignment where required
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