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1. Parties: Identification of transferor and transferee
2. Background: Context of the transfer and relationship between parties
3. Definitions: Key terms used in the agreement including 'Source Code', 'Intellectual Property Rights'
4. Transfer and Assignment: Core provisions detailing the transfer of rights and ownership
5. Warranties and Representations: Guarantees regarding ownership, non-infringement, and quality of code
6. Consideration: Payment terms and conditions
7. Confidentiality: Protection of sensitive information
8. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and dispute resolution
1. License Back Rights: Used when transferor needs continued access or usage rights to the transferred code
2. Transition Services: Support, maintenance, and knowledge transfer provisions for technical handover
3. Export Control: Compliance with export regulations for international transfers
4. Third Party Components: Provisions handling third-party libraries, dependencies, and associated licenses
1. Schedule 1: Source Code Description: Detailed technical specification and inventory of transferred code
2. Schedule 2: Intellectual Property Rights: Comprehensive list of all associated IP rights being transferred
3. Schedule 3: Third Party Licenses: List of third-party licenses, dependencies, and associated obligations
4. Schedule 4: Technical Documentation: Supporting documentation, manuals, and technical materials
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