The Intellectual Property Purchase Agreement is essential for businesses and individuals looking to transfer ownershIP of intellectual property assets in Singapore. This document is particularly crucial when complete ownershIP transfer is desired, rather than just licensing rights. The agreement must comply with Singapore's IP laws, including the Copyright Act 2021, Patents Act 1994, and Trade Marks Act 1998. It typically includes detailed descrIPtions of the IP being transferred, warranties of ownershIP and non-infringement, payment terms, and procedures for registering the transfer with relevant authorities such as IPOS (Intellectual Property Office of Singapore).
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1. Parties: Identification of buyer and seller, including full legal names and registered addresses
2. Background/Recitals: Context of the transaction and brief descrIPtion of the IP assets being transferred
3. Definitions: Key terms used tHRoughout the agreement, including specific IP definitions
4. Sale and Purchase: Core terms of transfer, including price and payment terms
5. Assignment and Transfer: Specific provisions regarding the transfer of rights and title
6. Seller's Warranties: Warranties regarding ownershIP, validity, and non-infringement of IP
7. Completion: Details of closing process and requirements
8. Governing Law: Specification of Singapore law and jurisdiction
1. Further Assurance: Additional actions required post-completion, used when additional registrations or formalities are needed
2. Confidentiality: Provisions regarding confidential information, used when sensitive information is involved in the transfer
3. Tax: Tax-related provisions and allocations, used for high-value transactions or cross-border transfers
4. Employee Rights: Provisions regarding employee inventors or creators, used when IP was created by employees
1. Schedule of IP Assets: Detailed list of all IP being transferred, including registration numbers
2. Form of Assignment: Standard assignment documents required for registration
3. Encumbrances: List of any existing licenses, security interests or other encumbrances
4. Required Consents: List of third-party consents required for transfer
5. Completion Checklist: List of actions required to complete the transfer
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