Assignment Agreement Template

ASSIGNMENT AGREEMENT

This Assignment Agreement (the "Agreement") is entered into on   (the "Effective Date") by and between

 , an individual registered at   (the "Assignor"),

and

 , an individual registered at   (the "Assignee"), collectively referred to as the "Parties" and individually as the "Party".

NOW, THEREFORE, in consideration of the promises and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties intending to be legally bound hereby, do promise and agree as follows:

DEFINITION AND INTERPRETATION. The definitions and rules of interpretation in this clause apply in this Agreement.

The "Assigned Rights" shall mean any and all rights and/or obligations that have arisen in the name of the Assignor as a result of:

ASSIGNED RIGHTS. The Assignee hereby transfers to the Assignor exclusively throughout the world all rights, title, and interest, either choate or inchoate, in the Assigned Rights, including as may be applicable, any and all assets, rights, liabilities, and obligations. These also include precursors, portions, and work in progress with respect thereto and all inventions, works of authorship, mask works, technology, information, know-how, materials, and tools relating thereto or to the development, support, or maintenance thereof and all copyrights, patent rights, trade secret rights, trademark rights, database rights, and all other intellectual and industrial property rights of any sort and all business, contract rights and goodwill in, incorporated or embodied in, used to develop, or related to any of the foregoing Assigned Rights.

CONSIDERATION. The Parties agree that the Assignor is transferring the Assigned Rights for the following:

FURTHER ASSURANCES, MORAL RIGHTS, COMPETITION, AND MARKETING. The Assignee agrees to assist the Assignor in every legal way to evidence, record, and perfect the Assigned Rights, apply for, obtain recordation, and, from time to time, enforce, maintain, and defend the Assigned Rights. If the Assignor is unable to secure the Assignee's signature on any document that the Assignor is entitled to under this Agreement, the Assignee irrevocably designates and appoints the Assignor and the Assignor's duly authorized officers and agents as agents and attorneys-in-fact. They have the full power of substitution to act on behalf of the Assignee by executing and filing any necessary documents and doing all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by the Assignee. To the extent allowed by law, the Assigned Rights include all rights of paternity, integrity, disclosure, withdrawal, and any other rights known as or referred to as "moral rights," "artist's rights," or "droit moral" (collectively referred to as the "Moral Rights"). To the extent the Assignee retains any such Moral Rights under applicable law, the Assignee ratifies and consents to any action that may be taken concerning such Moral Rights by or authorized by the Assignor. The Assignee agrees not to assert any Moral Rights with respect thereto. The Assignee will confirm such ratifications, consents, and agreements from time to time as requested by the Assignor. Both Parties shall execute and deliver further documents and instruments and perform necessary acts to carry out the intent and meaning of this Agreement.

ASSUMPTION. The Assignee acknowledges and agrees to assume the transfer and ownership of all liabilities, obligations, and claims related to the assignment. As of the Effective Date, the Assignee agrees to comply with all terms, make required payments, and perform all conditions, covenants, and duties associated with the assignment.

CONFIDENTIAL INFORMATION. The Assignee will not use or disclose any information assigned to the Assignor, including Assignor's technical or business information or plans, except to the extent the Assignee (i) can document that it is generally available without any fault of the Assignee for use and disclosure by the public without any charge, license or restriction, or (ii) is permitted to use or disclose such information or plans according to the Proprietary Information and Inventions Agreement between the Assignee and the Assignor of even date herewith. The Assignee acknowledges that a breach of section 4 would cause irreparable harm to the Assignor, for which there is no adequate remedy at law. Therefore, the Assignor is entitled to seek equitable relief, including injunctions, for any such breach or potential breach and any other remedies.

RIGHTS AND RESOURCES CUMULATIVE. The Assignor's rights and remedies under this Agreement shall be cumulative and not exclusive of any rights or remedies the Assignor would otherwise possess. No failure or delay by the Assignor in exercising any right shall operate as a waiver thereof, and any single or partial exercise of a power or right shall preclude its further exercise or the exercise of any additional power or right.

NOTICE. Any notices required under this Agreement shall be given in writing and delivered personally or by certified mail, postage prepaid, return receipt requested, by facsimile, or by a commercial overnight courier that guarantees next-day delivery and provides a receipt. Such notices shall be addressed to the above-mentioned addresses or any other address that either Party may specify in writing to the other Party. Any notice shall be considered effective only upon delivery, which for any notice given by facsimile shall mean a notice that has been received by the Party to whom it is sent, as evidenced by a confirmation slip.

MODIFICATION. This Agreement may be supplemented, amended, or modified only by the Parties' mutual agreement. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by all Parties.

ENTIRE AGREEMENT. This Agreement and all other agreements, exhibits, and schedules referred to in this Agreement constitute the final, complete, and exclusive statement of the terms governing the Parties' understanding regarding the subject matter. It supersedes all prior and contemporaneous understandings or agreements of the Parties. This Agreement may not be contradicted by evidence of any prior or contemporaneous statements or agreements. No Party has been induced to enter into this Agreement by, and no Party relies on, any representation, understanding, agreement, commitment, or warranty beyond those explicitly stated in this Agreement.

WAIVER. Any failure or delay by either Party in exercising any rights or remedies provided under this Agreement or by law shall not be considered as a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. The exercise of one or more rights or remedies shall not prevent or restrict the further exercise of any other right or remedy.

SEVERABILITY. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement. The removal of such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement. If any provision or part of this Agreement is stricken under the provisions of this section, the stricken provision shall be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible. Each article and section of this Agreement, and any part hereof, shall be interpreted separately. The nullity of any article, section, or part thereof shall render the remaining parts of the Agreement null.

ATTORNEY FEES PROVISION. In any litigation, arbitration, or other proceedings by which one Party either seeks to enforce the rights under this Agreement, whether in contract, tort, or both, or seeks a declaration of any rights or obligations under this Agreement, the prevailing Party shall be entitled to reasonable attorney fees, costs, and expenses incurred.

GOVERNING LAW. This Agreement shall be governed by, construed, and enforced under the laws of the State of  .

MISCELLANEOUS. If the subject or context does not suggest otherwise, words importing the singular only shall also include the plural and vice versa, words importing the masculine gender shall include the feminine gender and vice versa, and all references to currency shall mean the United States Dollars.

The division of this Agreement into any articles, sections, subsections, paragraphs, and subparagraphs and the insertion of titles are for convenience of reference only and do not affect the meaning or the interpretation of this Agreement.

This Agreement shall inure to the benefit of and be binding upon the Parties and their respective heirs, executors, legal representatives, successors, and permitted assigns.