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1. Parties: Identification of the transferor and transferee, including full legal names, registration numbers, and addresses
2. Background: Context of the transfer, brief description of the IP, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement, including specific IP-related terminology
4. Transfer of Intellectual Property: Core provision detailing the transfer of ownership and all associated rights
5. Consideration: Details of payment or other consideration for the IP transfer
6. Warranties and Representations: Transferor's warranties regarding ownership, right to transfer, and non-infringement of third-party rights
7. Completion: Details of when and how the transfer will be completed, including any registration requirements
8. Further Assurance: Obligation to execute additional documents and take necessary steps to perfect the transfer
9. Confidentiality: Obligations regarding confidential information disclosed during the transfer process
10. Tax and Costs: Allocation of tax liabilities and transfer-related costs
11. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
1. Transitional Provisions: Used when there's a need for a phased transfer or ongoing cooperation during transition
2. Licensed Back Rights: Include when the transferor needs to retain certain usage rights to the transferred IP
3. Employee and Contractor Obligations: Required when the IP involves rights created by employees or contractors
4. Moral Rights: Necessary for copyright works where moral rights need to be addressed
5. Competition Compliance: Include when the transfer might have competition law implications
6. Future Rights: Used when future improvements or developments need to be addressed
7. International Registration: Include when the IP has international registrations or protection
8. Technical Support: Required when post-transfer technical assistance is needed
1. Schedule 1 - Intellectual Property Details: Comprehensive list and description of all IP being transferred, including registration numbers
2. Schedule 2 - Existing Licenses and Agreements: List of all existing licenses, agreements, or encumbrances affecting the IP
3. Schedule 3 - Transfer Documents: Forms and documents required for recording the transfer with relevant IP offices
4. Schedule 4 - Payment Terms: Detailed payment schedule and mechanisms if payment is in installments
5. Schedule 5 - Completion Requirements: Checklist of actions required to complete the transfer
6. Appendix A - IP Documentation: Copies of registration certificates and other relevant IP documentation
7. Appendix B - Chain of Title: Documentation showing chain of ownership of the IP up to the transfer
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