The IP Assignment Agreement is essential for businesses and individuals seeking to transfer ownership of intellectual property rights in the United States. This document is commonly used in various scenarios including company acquisitions, employee invention assignments, and technology transfers. The agreement must comply with federal IP laws including the Patent Act, Copyright Act, and Lanham Act, as well as state-specific regulations. It provides a clear framework for transferring IP rights while protecting both parties' interests through detailed representations and warranties.
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1. Parties: Identification of assignor and assignee
2. Background: Context of the IP assignment and relationship between parties
3. Definitions: Key terms used throughout the agreement including Intellectual Property, Assigned Rights, Effective Date
4. Assignment of Rights: Core provision transferring IP rights from assignor to assignee
5. Consideration: Payment or other value exchanged for the IP transfer
6. Representations and Warranties: Assurances about IP ownership, right to transfer, and non-infringement
7. Governing Law: Jurisdiction and law governing the agreement
1. Further Assurances: Commitment to execute additional documents and perform necessary acts to perfect the assignment
2. Non-Competition: Restrictions on competing activities post-assignment
3. Confidentiality: Provisions for protecting confidential information related to the assigned IP
4. Survival: Provisions that continue after termination of the agreement
1. Schedule A - IP Description: Detailed list and description of all IP being assigned
2. Schedule B - Existing Licenses: List of any existing licenses or encumbrances on the IP
3. Schedule C - Payment Terms: Details of consideration and payment schedule if applicable
4. Schedule D - Registered IP: List of registered patents, trademarks, copyrights and other registered IP
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