Assignment of intellectual property rights (asset purchase) (long form)

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Assignment of intellectual property rights (asset purchase) (long form)
Background
1 Definitions and interpretation
2 Commencement
3 Assignment
4 Assignment Fee
5 Other costs
6 Taxes and duties
7 Warranties
8 Indemnities

More...

9 Moral Rights
10 Modifications, improvements and future Intellectual Property Rights
11 Excluded IPR and Third-Party IPR
12 Confidential Information
13 Rights of third parties
14 Priority
15 Entire agreement
16 Further assurance
17 Survival
18 Relationship
19 Severability
20 Succession
21 Variation
22 Transfer of rights
23 Waiver
24 Set-off
25 Notices
26 Counterparts
27 Special terms
28 Governing law and jurisdiction
29 Execution of Agreement
The Schedule Assigned IPR
Attestation and signature

This Agreement is made on [insert date] (Commencement Date) between the following parties (each a ‘party’ and together the ‘parties’):

Parties

1
[insert Assignor name] a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (Assignor); and

2
[insert Assignee name] a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (Assignee)

Background

1. (A)
  [Assignor has entered into an agreement with Assignee [dated [insert date]] for the sale of [the [insert name] business and/or certain business Assets] by Assignor as seller to Assignee as buyer OR [insert other description of relevant transaction (referencing any relevant related agreements)]] (Transaction).
1. (B)
  Assignor has agreed to assign, and Assignee has agreed to take an assignment of, the Assigned IPR on the terms and conditions of this Agreement.
1. (C)
  [This Agreement and the assignment under it is conditional upon a separate [Asset Purchase Agreement] (or similar document) being entered into between the parties on or before the date of this Agreement.]

The parties agree:

1. 1
  Definitions and interpretation
  1. 1.1
    Words shall have the meanings given to them in this Agreement, including without limitation as set out below:
    [Asset Purchase Agreement
    1. •
      means an agreement entered into between the parties for the sale and purchase of the Business (including the Assets) as

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