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Patent Sale Agreement
1. Parties: Identification of the seller and purchaser, including full legal names and registration details
2. Background: Context of the agreement, including brief description of the patent(s) and purpose of the sale
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transfer of ownership of the patent(s)
5. Purchase Price: Details of the consideration, payment terms, and any adjustments
6. Completion: Mechanics and timing of the transfer, including conditions precedent
7. Seller's Warranties: Warranties regarding ownership, validity, and non-infringement of the patent(s)
8. Patent Prosecution and Maintenance: Responsibilities for maintaining the patent(s) before and after completion
9. Further Assurance: Obligations to execute additional documents and take necessary steps to perfect the transfer
10. Confidentiality: Provisions regarding confidential information and trade secrets
11. Governing Law and Jurisdiction: Specification of Danish law and jurisdiction for dispute resolution
12. General Provisions: Standard boilerplate provisions including notices, amendments, and severability
1. Existing Licenses: Required if there are existing licenses or encumbrances that will survive the transfer
2. Technology Transfer: Needed if additional know-how or technical information is being transferred alongside the patent
3. Ongoing Development: Required if the patent relates to technology still under development
4. Tax Provisions: Detailed tax provisions if there are specific tax implications or structures
5. Employee Matters: Required if inventors or key employees are involved in ongoing development or support
6. Foreign Registrations: Needed if the patent has international registrations requiring specific transfer provisions
7. Earn-out Provisions: Required if part of the purchase price is contingent on future events or performance
8. Competition Restrictions: Needed if there are non-compete or territorial restrictions
1. Schedule 1 - Patent Specifications: Detailed technical specifications and registration details of the patent(s)
2. Schedule 2 - Existing Licenses: List and details of any existing licenses or encumbrances
3. Schedule 3 - Form of Transfer Documents: Templates for patent office transfer forms and other required documentation
4. Schedule 4 - Disclosed Information: List of all technical information and know-how being transferred
5. Schedule 5 - Completion Requirements: Detailed checklist of actions required for completion
6. Appendix A - Patent Office Forms: Relevant Danish Patent Office forms for recording the transfer
7. Appendix B - Power of Attorney: If required for patent office proceedings
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