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1. Parties: Identifies and provides full details of the Assignor and Assignee
2. Background: Explains the context of the assignment, including the Assignor's ownership of the IP and the parties' intention to transfer it
3. Definitions: Defines key terms used throughout the agreement, including specific IP-related terminology
4. Assignment: Core clause transferring ownership of the IP from Assignor to Assignee, including the scope of rights being transferred
5. Consideration: Specifies the payment or other consideration for the IP transfer
6. Warranties and Representations: Assignor's warranties regarding ownership, right to transfer, and non-infringement of the IP
7. Further Assurance: Obligation to execute additional documents and take necessary steps to perfect the assignment
8. Intellectual Property Registration: Provisions regarding the recording of the assignment with relevant IP offices
9. Confidentiality: Obligations regarding confidential information related to the IP
10. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and Hong Kong courts' jurisdiction
11. Execution: Signature blocks and execution formalities
1. Tax Provisions: Include when there are specific tax implications or arrangements for the IP transfer
2. Employee/Contractor Obligations: Include when the IP was created by employees or contractors who need to be bound by the assignment
3. Third Party Rights: Include when there are existing licenses or third-party rights that need to be addressed
4. Moral Rights: Include for copyright works where moral rights need to be waived or addressed
5. Competition Compliance: Include when the IP assignment might have competition law implications
6. Indemnification: Include when specific indemnities are required beyond standard warranties
7. Prior Agreements: Include when there are existing agreements that need to be terminated or modified
8. Assignment and Sublicensing: Include when there are restrictions on further assignment or sublicensing rights
1. Schedule 1 - Description of Intellectual Property: Detailed description of all IP being assigned, including registration numbers and status
2. Schedule 2 - Existing Licenses and Encumbrances: List of any existing licenses, security interests or other encumbrances affecting the IP
3. Schedule 3 - Assignment Forms: Official IP assignment forms required for recording with Hong Kong IP registries
4. Schedule 4 - Payment Terms: Detailed payment schedule and terms if consideration is complex or involves multiple payments
5. Schedule 5 - Registered Rights: List of all registered IP rights including patents, trademarks, and registered designs
6. Schedule 6 - Unregistered Rights: List of unregistered IP rights including copyright works, know-how, and trade secrets
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