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1. Parties: Identification of the Assignor and Assignee with full legal names and addresses
2. Background: Context of the assignment, description of the rights being transferred, and purpose of the transfer
3. Definitions: Definitions of key terms used throughout the deed, including 'Rights', 'Effective Date', and any specific terms relevant to the rights being transferred
4. Assignment: Core provision transferring all right, title, and interest in the Rights from Assignor to Assignee
5. Consideration: Details of the payment or other consideration for the assignment
6. Warranties and Representations: Assignor's warranties regarding ownership, right to transfer, and absence of encumbrances
7. Further Assurance: Obligation to execute further documents and take additional steps necessary to perfect the transfer
8. Notices: Process for serving notices under the deed
9. Governing Law and Jurisdiction: Confirmation of German law as governing law and jurisdiction for disputes
1. Third Party Consents: Required when the assignment requires consent from third parties
2. Registration Requirements: Include when the rights require registration with authorities or registries
3. Confidentiality: Required when the assignment involves confidential information or trade secrets
4. Tax Provisions: Include when there are specific tax implications that need to be addressed
5. Intellectual Property Provisions: Required when the assignment includes IP rights
6. Employees and Data Protection: Include when the assignment involves transfer of employee information or personal data
7. Severability: Optional clause addressing the severability of provisions under German law
1. Schedule 1 - Rights Being Assigned: Detailed description and inventory of all rights being transferred
2. Schedule 2 - Existing Agreements: List of all relevant agreements affecting the assigned rights
3. Schedule 3 - Required Consents: List of third-party consents required for the assignment
4. Schedule 4 - Registered Rights: Details of any registered rights (such as trademarks or patents) being transferred
5. Appendix A - Form of Notice: Template for notices to third parties regarding the assignment
6. Appendix B - Transfer Documents: Forms of any additional transfer documents required for specific rights
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