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Sale Of Partial Interest In Invention
Agreement made this [date] by and between [name], residing at [address] (Inventor), and [name], residing at [address] (Investor).
WHEREAS, Inventor has invented new and useful improvements concerning the manufacture of [describe practice], the invention being more particularly described in and identified by an application for U.S. Letters Patent, Serial No. [number], filed by Inventor on [date] (the Application); and
WHEREAS, the said invention has not actually been reduced to practice at this time; and
WHEREAS, additional work and a considerable expenditure of money is required before the invention can actually be reduced to practice; and
WHEREAS, Investor wishes to provide the funds necessary to assist Inventor to actually reduce the invention to practice.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Assignment and Description of Interests Assigned. Inventor hereby transfers and assigns to Investor ---------- percent (----------%) of Inventor's entire right, title, and interest in the invention, and in any improvements to the invention heretofore or hereinafter made or acquired by Inventor. This transfer includes Inventor's rights in the Application and Inventor's rights of priority in and to the invention pursuant to the International Convention for the Protection of Industrial Property, and in any patents on the invention or improvements to the invention that may be granted in the United States or in any other country anywhere in the world, including each patent granted on any application that is a division, substitution, or continuance of the Application specifically identified in this Agreement, and in each reissue or extension of any patent. Simultaneously with the execution hereof, Inventor will execute an assignment to Investor of the foregoing rights in form suitable for filing with the U.S. Patent Office.
2. Consideration for Assignment. As full and complete compensation for the sale, assignment, and transfer of the aforesaid rights, Investor will pay Inventor a sum not to exceed ---------- dollars ($----------), to be used solely for the purpose of reducing the invention to practice. Investor has delivered to Inventor a check in the sum of ---------- dollars ($----------) simultaneously upon the execution hereof, receipt of which is acknowledged by Inventor. The balance of ---------- dollars ($----------) shall be paid by Investor to Inventor monthly, upon receipt by Investor of Inventor's statement of expenses for the month with supporting vouchers. Investor reserves the right to audit all such statements prior to payment of the sums shown thereon to be due.
3. Joint Action by the Parties. No disposition shall be made of the Invention or Application or of any rights in the invention or Application by either party hereto without the express written consent of the other. Any attempt to make such disposition of the invention or the Application or any rights in the invention or Application shall be void and of no effect.
4. Agreement Binding. The term, covenants, and provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto, their heirs, assigns, and legal representatives.
5. Assignor's Representations and Warranties. Inventor represents and warrants that Inventor has not entered into any assignment, contract, or other understanding with anyone other than Investor that is in conflict with this Agreement.
6. Amendments of this agreement shall be by mutual consent of the parties only in writing.
7. Arbitration. Any disputes pertaining to the the said contractual arrangement being affairs that cannot be settled amicably shall be submitted to an arbitrator under the Rules of the American Arbitration Association or like organization in the City of [city], whose award may be reduced to judgment in any court of competent jurisdiction.
8. Severability. If any provision of this Agreement 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 Agreement 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.
9. Waiver Of Contractual Right. The failure of either party to enforce any provision of this Agreement 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 Agreement.
10. No Representations. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.
11. Interpretation. This Agreement 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 Agreement. The headings, captions, and titles in this legal Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and (b) the word including means including without limitation.
Advice Of Legal Counsel. Each individual party to this Agreement 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 Agreement with legal counsel, and has executed this Agreement based upon such party's own judgment and advice of independent legal counsel.
12. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement 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 Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.
13. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement 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 Agreement and the transactions contemplated hereby.
14. Entire Agreement. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
Applicable Law. This Agreement shall be governed by the laws of the State of _____.
IN WITNESS WHEREOF, the parties have executed this agreement the day and year as first above written at _________ (City), ________ (State).
*** If Required By State Law ***
This Section for Notary:
State of _________
County of ________ [COUNTY]
On [DATE] before me, [NAME OF NOTARY], notary, personally appeared [NAME OF PERSON(S) INVOLVED], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(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 signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
My commission expires: _____