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This Agreement is dated [insert date]

Parties

1. 1

   [insert name] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Assignor); and

1. 2

   [insert name] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Assignee) (each of the Assignor and the Assignee being a party and together the Assignor and the Assignee are the parties).

BACKGROUND

1. 1. (A)

      The Assignor is the owner of certain Intellectual property rights.

   1. (B)

      The Assignor has agreed to assign such intellectual property rights to the Assignee and the Assignee has agreed to accept the Assignment in accordance with the terms of this Agreement.

The Parties Agree:

1. 1. 1

      Definitions and interpretation

      1. 1.1

         In this Agreement:

         Affiliate

         1. •

            means any entity that directly or indirectly controls, is controlled by or is under common control with, another entity;

         Assigned Rights

         1. •

            means [all Intellectual Property Rights in and relating to the Works including] all Intellectual Property Rights listed in the Schedule (Assigned Rights) to this Agreement;

         Business Day

         1. •

            means a day, other than