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1. Parties: Identifies and provides full details of the transferor and transferee
2. Background: Explains the context of the transfer, ownership status of the IP, and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement, including types of IP rights being transferred
4. Transfer of Rights: Core provision detailing the transfer of IP rights, stating that all rights, title and interest are being transferred absolutely
5. Consideration: Specifies the payment or other consideration for the transfer
6. Warranties: Transferor's warranties regarding ownership, right to transfer, non-infringement, and validity of IP
7. Further Assurance: Obligation to execute additional documents and take necessary steps to perfect the transfer
8. Confidentiality: Obligations regarding confidential information disclosed during the transfer process
9. Tax: Provisions regarding tax implications and responsibilities
10. Notices: Process for serving formal notices under the agreement
11. General Provisions: Standard boilerplate clauses including entire agreement, amendments, severability, etc.
12. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and Hong Kong courts' jurisdiction
1. Retention of Rights: Used when transferor needs to retain certain limited rights or licenses
2. Third Party Rights: Required when the IP involves or affects third party rights or licenses
3. Moral Rights: Needed for copyright works where moral rights need to be waived or addressed
4. Competition Compliance: Required when transfer might have competition law implications
5. Transitional Provisions: Used when ongoing support or transition period is needed
6. Employee/Contractor Rights: Required when IP was created by employees or contractors
7. Registration: Used when IP rights require registration with authorities
8. Indemnification: Optional enhanced protection against third-party claims
9. Security Interest: Used when transfer is subject to security interests or charges
1. Schedule 1 - Intellectual Property Rights: Detailed description of all IP being transferred, including registration numbers
2. Schedule 2 - Consideration: Detailed payment terms, including any installments or earn-outs
3. Schedule 3 - Existing Licenses: List of existing licenses, contracts or encumbrances affecting the IP
4. Schedule 4 - Required Consents: List of third-party consents required for the transfer
5. Schedule 5 - Registered Rights: Details of all registered IP rights and their status
6. Schedule 6 - Form of Assignment: Standard form assignments for specific IP rights
7. Appendix A - Technical Documentation: List of all technical documentation being transferred
8. Appendix B - Required Filings: List of all necessary filings with IP offices
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