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Assignment of Intellectual Property
ASSIGNMENT made this ________ day of ________ (Month) 20 __, by ________ (Name) of ________ (Address), hereinafter referred to as "Assignor", and ________ (Name) of ________ (Address), hereinafter referred to as "Assignee". The parties, intending to be legally bound hereby, agree as follows:
Assignor hereby assigns to Assignee and Assignee hereby accepts such assignment of any and all intellectual properties created during the term of this Assignment by Assignor. Intellectual property shall include, among other things, patented material, copyrightable material, trademark material, or any such similar inventions, creations, devices, etc.
Assignor hereby relinquishes and grants to Assignee any and all rights, title or interest that Assignor may have, may possess, or may become legally entitled to in the property hereinabove described and assigned by Assignor to Assignee.
Assignor warrants and specifies that it has all rights title and interest to the property as hereinabove described, and that the transfer thereof to Assignee violates no federal, state, or other laws, but that the property belongs exclusively and solely to Assignor.
Assignor agrees to hold Assignee harmless and free and clear of any and all disputes, contests, infringement actions, or other legal attacks upon the property assigned by Assignor to Assignee as hereinabove described.
In consideration of this Assignment, Assignee agrees to pay Assignor a one time lump sum of $------ payable on 'UPON EXECUTION'.
In addition to the above, this Assignment may be terminated upon the mutual consent of the parties in writing. Both parties must consent to the termination. Upon such termination, any and all federal, state, or other rights that have been assigned hereunder shall revert immediately to Assignor.
Any dispute that arises hereunder shall be resolved by arbitration pursuant to the rules of the American Arbitration Association or the rules of ________.
In the event that litigation is commenced to enforce any of the terms of this Assignment, the prevailing party in the litigation (whether by court or arbitration) shall be entitled to the costs thereof, including reasonable attorneys' fees.
Any notice, request, instruction or other document to be given under this Assignment to any party hereunder by any other party hereunder shall be in writing and delivered personally, or sent by registered or certified mail, postage prepaid to the following addresses:
If to the Assignor:
(...address of Assignor...)
If to the Assignee:
(... address of Assignee ...)
or to such other address as a party hereto may hereafter designate in writing to the other party. Delivery as aforesaid of process or notice shall be sufficient and adequate to establish notice to the person served or notified.
If any provision of this Assignment shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Assignment is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
The failure of either party to enforce any provision of this Assignment shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Assignment.
Neither party has made any representations nor promises, other than those contained in this Assignment or in some further writing signed by the party making the representation or promise.
This Assignment will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the Assignment. The headings, captions, and titles in this legal Assignment are merely for reference and do not define, limit, extend, or describe the scope of this Assignment or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Assignment includes the masculine, feminine, and neuter, and (b) the word including means including without limitation.
Each individual party to this Assignment represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Assignment with legal counsel, and has executed this Assignment based upon such party's own judgment and advice of independent legal counsel.
If any provision of this Assignment is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Assignment will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Assignment, and the remaining provisions of this Assignment will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Assignment. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Assignment, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.
In connection with this Assignment and the transactions contemplated hereby, each party to this Assignment will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Assignment and the transactions contemplated hereby.
This Assignment contains the entire agreement of the parties and there are no other promises or conditions in any other Assignment whether oral or written. This Assignment supersedes any prior written or oral Assignment between the parties.
Assignor and Assignee's rights, duties, and obligations under this Instrument shall, unless otherwise required by the laws of [state], be governed by the provisions of the Uniform Commercial Code of [state], as in effect from time to time.
This Assignment shall be interpreted pursuant to the laws of the state of ______.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in triplicate on the day and year first above written.
ACKNOWLEDGEMENT BY NOTARY PUBLIC
State of ________)
On ________, before me, ________, Notary Public, personally appeared ________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) and that by his/her/their signatures on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under the PENALTY OF PERJURY under the laws of the State of _________ that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Name of Notary
My Commission Expires