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1. Parties: Identification of the Founder(s) as assignor(s) and the Company as assignee, including full legal names and addresses
2. Background: Context of the agreement, including the founder's role, relationship with the company, and general purpose of the IP assignment
3. Definitions: Defines key terms including types of IP, Intellectual Property Rights, Assigned Rights, Created Works, and other relevant terms
4. Assignment: Core provision transferring all relevant IP from the Founder to the Company, including present and future rights
5. Scope of Assigned IP: Detailed description of all IP types covered by the assignment, including patents, copyrights, trade secrets, etc.
6. Consideration: Details of any consideration provided for the IP assignment
7. Warranties and Representations: Founder's warranties regarding IP ownership, originality, non-infringement, and ability to assign
8. Further Assurance: Founder's obligation to execute additional documents and assist with IP transfer processes
9. Waiver of Moral Rights: Founder's waiver of moral rights in jurisdictions where applicable
10. Confidentiality: Obligations regarding confidential information related to the assigned IP
11. General Provisions: Standard legal provisions including governing law, entire agreement, severability, and notices
1. Power of Attorney: Grants company power to execute documents on founder's behalf - include when founder may be difficult to reach for future IP-related matters
2. Third Party Rights: Addresses any third-party rights or licenses - include when IP has existing licenses or encumbrances
3. Non-Competition: Restrictions on founder's competing activities - include when additional protection beyond IP assignment is needed
4. Invention Disclosure: Process for disclosing future inventions - include for technical founders likely to create new IP
5. Recognition Rights: Founder's right to be acknowledged as inventor/creator - include when important for founder's professional reputation
6. Revenue Sharing: Provisions for sharing future revenue from IP - include if part of consideration involves ongoing payments
1. Schedule 1 - Existing IP: Detailed list of all existing IP being assigned, including registration numbers and status
2. Schedule 2 - Excluded IP: List of any IP specifically excluded from the assignment
3. Schedule 3 - Prior Agreements: List of any existing agreements affecting the IP being assigned
4. Schedule 4 - Assignment Forms: Standard forms for recording the IP assignment with relevant authorities
5. Appendix A - IP Registration Details: Details of all registered IP including patent/trademark numbers and dates
6. Appendix B - Technical Documentation: List of all technical documentation being transferred with the IP
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