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Assignment of Patent
1. Introduction. I, [name], residing at [address], am the sole owner of Letters Patent No. [number], issued to me on [date] for the following invention: [description]. [Name of company], whose principal offices are at [address], wishes to acquire and exploit all of my right, title, and interest in and to the Letters Patent and the underlying invention.
2. Assignment of Letters Patent. In consideration of the sum of ........ dollars ($........) and other good and valuable consideration, receipt of which is acknowledged, I sell, assign, and transfer to [name of company], its successors and assigns, all of my right, title, and interest in and to the Letters Patent and the underlying invention.
3. Assignment of Reissues or Extensions of Letters Patent. In addition to the assignment of the Letters Patent and the underlying invention, I sell, assign, and transfer to [name of company], all of my right, title, and interest in and to any reissue or extension of the Letters Patent or of any other Letters Patent that may be granted in connection with the underlying invention. This transfer also includes my rights of priority in and to the underlying invention pursuant to the International Convention for the Protection of Industrial Property, and in any patents on the underlying invention or improvements to the invention that may be granted in the United States or in any other country anywhere in the world.
4. Assignment of Causes of Action for Past Infringements. There is included in the assignments set out in Paragraphs 2 and 3 the right to bring suit in any court of competent jurisdiction to recover damages and profits for any past infringement of the Letters Patent. Any suit started by [name of company] pursuant to this Assignment may be brought in its name.
5. Term of Assignment. The Letters Patent and other rights assigned by this Instrument are for the use and exploitation of [name of company], its successors, and assigns to the end of the term for which the Letters Patent are granted or for which any reissue or extension of the Letters Patent are granted. They may be used and exploited as fully as I may have used and exploited them had I not made this Assignment.
6. Assignor's Representations and Warranties. I represent and warrant that I have not granted or assigned and will not grant or assign any rights or interests inconsistent with those assigned by this Instrument.
7. Assignor to Execute Other Instruments. I bind myself, my heirs, executors, administrators, assigns, and personal representatives to execute any writings or instruments and perform any acts that [name of company] deems necessary to carry out this Assignment.
8. If this Assignment shall contain any term or provision which shall be invalid or against public policy or if the application of same is invalid or against public policy, then, the remainder of this Assignment shall not be affected thereby and shall remain in full force and effect.
9. 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 Name:
(...address of Name...)
If to the Name:
(... address of Name ...)
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.
10. Severability. 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.
11. Waiver Of Contractual Right. 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.
12. No Representations. 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.
13. Interpretation. 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.
14. Advice Of Legal Counsel. 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.
15. Invalid Provisions. 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.
16. Further Assurances. 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.
17. Entire Assignment. This Assignment contains the entire Assignment 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 Assignments between the parties.
18. Transfer Of Rights. This Assignment shall be binding on any successors of the parties.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in triplicate on the day and year first above written.