INTELLECTUAL PROPERTY TRANSFER AGREEMENT
知识产权转让协议
THIS INTELLECTUAL PROPERTY TRANSFER AGREEMENT (the “Agreement”) is made on [date ], 2019
BETWEEN
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1. , a company incorporated in the country of 硬盘怎样分区, who principal office is at (“Transferor”); and 广告的英语, a corporation organized under the laws of the , who principal office is at
2. 组织委员竞选稿(the “Company”).
WHEREAS
(A) Transferor has agreed to ll and/or transfer all of its and its applicable affiliates’ right, title and interest in the Intellectual Property (as defined below) to the Company, and
(B) The Company has agreed to purcha and accept the same for the Consideration (as defined below).
NOW, IT IS AGREED as follows:
1.1 Definitions and Interpretation.
1.2 In this Agreement:
Business Day means a day (other than a Saturday or Sunday) on which banks generally are open in for the transaction of a full range of business.
Buyer means创新的本质是
Completion means completion of the transfer hereunder in accordance with Section 3. Consideration has the meaning given to it Section 2.2.
Intellectual Property means the software applications (together with all source and object code and documentation related thereto and all intellectual property rights therein) and ot
her intellectual property rights described on Schedule A.
Transfer Time means clo of the Business Day on the date of this Agreement.
1.3 In this Agreement:
(a) the headings are inrted for convenience only and shall not affect the construction of this Agreement;
(b) a reference to ll or purcha or transfer includes a reference to procure the sale of or procure the purcha of or procure the transfer of, as the ca may be; and
(c) general words introduced by the word other shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of act, matter or thing, nor by the fact that they are followed by particular examples intended to be embraced by the general words.
2.THE TRANSFER
2.1 Effective as of the Transfer Time, Transferor hereby lls and transfers and the Company hereby purchas all of Transferor and its applicable affiliates’ right, title and interest in the Intellectual Property.
2.2绿水青山看中国 The price for the sale and transfer in Section 2.1 shall be the sum of , as outlined in Schedule A (the “Consideration”).
2.3 If any sales tax, value added tax or other transfer tax is properly chargeable in respect of the sale and purcha in Section 2.1, the Company shall pay to Transferor the amount of such tax in addition to and at the same time as the Consideration. Transferor will issue to the Company a proper tax invoice in respect thereof.
2.4 THE COMPANY HEREBY ACKNOWLEDGES THAT TRANSFEROR MAKES NO REPRESENTATION OR WARRANTY TO THE COMPANY UNDER THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE INTELLECTUAL PROPERTY, AND THAT THE ABOVE SALE AND TRANSFER IS MADE TO THE COMPANY ON AN “AS IS” BASIS.
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3PLETION
3.1 The sale and purcha of the Intellectual Property shall be completed, and legal title and ownership in respect of the Intellectual Property shall be deemed to pass to the Company, in each ca, with effect from the Transfer Time.
3.2 Transferor shall:
(a) cau to be delivered or made available to the Company such additional documents as the Company may reasonably require to complete the sale and purcha of the Intellectual Property; and
(b) do such other things reasonably necessary to give full effect to this Agreement.
油饺3.3 The Company shall:
(a) Timely pay or cau to be paid the Consideration in cash to Transferor or to whom and in the manner as Transferor may direct; and
(b) cau to be delivered or made available to Transferor such additional documents as Transferor may reasonably require to complete the sale and purcha of the Intellectual Property; and
(c) do such other things reasonably necessary to give full effect to this Agreement.
4.LICENSES
4.1 The Company acknowledges that, as a current affiliate of Transferor, it has a royalty-free, non-exclusive, non-transferable and non-sublicensable right and licen to u the third-party software t forth on Schedule B in connection with its business, pursuant to agreements between Transferor and/or an affiliate (other than the Company) and the applicable third parties. The Company covenants that it shall u all such software in compliance with all terms and conditions of such agreements to the extent that Buyer and/or the Company has been given access to a copy of such agreements.
