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1. Parties: Identification and details of the transferor and transferee
2. Background: Context of the transfer and brief description of the software IP
3. Definitions: Key terms used throughout the agreement including Software IP, Intellectual Property Rights, Documentation
4. IP Rights Being Transferred: Detailed description of all IP rights being transferred, including copyright, patents, trade marks, and know-how
5. Consideration: Payment or other consideration for the transfer of the IP rights
6. Warranties: Transferor's warranties regarding ownership, right to transfer, non-infringement, and quality of IP
7. Completion: Transfer execution and effective date provisions, including delivery of materials
8. Governing Law: Specification of English and Welsh law as governing law and jurisdiction
1. Third Party Rights: Provisions regarding rights of third parties under the agreement, particularly relevant when third parties have existing rights or obligations
2. Confidentiality: Obligations regarding confidential information and trade secrets related to the transferred IP
3. Tax Provisions: Special tax considerations and allocations for the IP transfer
4. Transitional Services: Provisions for temporary support services and knowledge transfer post-completion
1. Schedule of IP Rights: Detailed listing of all IP being transferred including registration numbers and jurisdictions
2. Technical Documentation: Comprehensive list of all technical documentation, source code, and materials being transferred
3. Third Party Licenses: Schedule of any third-party licenses associated with the software IP
4. Assignment Forms: Forms of assignment for registered IP rights for filing with relevant IP offices
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