IP Assignment Agreement Template
This IP Assignment Agreement (the "Agreement") is entered into on (the "Effective Date") by and between
, an individual, having their usual place of living at (the "Assignor"), and
, an individual, having their usual place of living at (the "Assignee"), collectively referred to as the "Parties" and individually as the "Party".
WHEREAS the Assignor is the creator and owner of specific intellectual property rights, specified further (the "Intellectual Property");
WHEREAS the Assignee desires to acquire all rights, title, and interests in and to the Intellectual Property;
WHEREAS the Assignor wishes to transfer, and the Assignee wishes to accept the transfer of all rights, title, and interests in and to the Intellectual Property;
WHEREAS the Assignee acknowledges the sufficiency and adequacy of the consideration provided for hereunder, including but not limited to the transfer consideration;
NOW, THEREFORE, in consideration of the mutual promises and obligations set forth herein, the receipt and sufficiency of which are hereby acknowledged, the Parties have agreed as follows:
SUBJECT OF THE AGREEMENT. The subject matter of this Agreement is the transfer of all rights, title, and interests in and to the following Intellectual Property:
The Intellectual Property is registered and has the following registration/application numbers:
The Parties acknowledge and agree that this assignment includes all of the Intellectual Property rights, whether they are already in existence or are later developed. This includes, without limitation, all patent rights, copyrights, trademarks, trade secret rights, and any other intellectual property rights.
The Assignor guarantees that the Intellectual Property is free and clear of any liens, claims, encumbrances, or other restrictions and that the Assignor has full right and authority to make this assignment.
TRANSFER AND PAYMENT TERMS. The Assignee consents to accept the assignment of the Intellectual Property and pay the agreed-upon consideration for it.
• Fixed payment: In consideration for the assignment of the Intellectual Property, the Assignee shall pay the Assignor a fixed amount of within from the Effective Date of this Agreement.
• Payment method: The payment shall be made by cash unless otherwise agreed upon in writing by both Parties.
• Confirmation of payment: The Assignor shall give the Assignee written confirmation of receipt of payment within of the date of payment.
• Taxes: The shall be solely responsible for any taxes or other charges that may be assessed on payment received under this Agreement.
• Refunds: If the Intellectual Property is found invalid, unenforceable, or infringing the rights of any third party, indemnification may be initiated only after a final and unappealable court decision confirming such matters. The Assignee shall promptly notify the Assignor of such a court decision, and both Parties shall cooperate to assess its validity. If indemnification is deemed reasonable, the Assignor shall refund the payment to the Assignee within of the court decision. For invalid or unenforceable portions, a pro-rata calculation shall be applied, while the full payment shall be refunded for any infringing portion of the Intellectual Property.
RECORDATION. The Assignee agrees to cooperate with the Assignor to promptly record this Agreement and any other documents required to complete the transfer of the Intellectual Property with the appropriate governmental authority, such as the United States Patent and Trademark Office or the United States Copyright Office.
The shall cover all costs associated with the registration of this Agreement, including any fees charged by the governmental authority.
The Assignee shall promptly notify the Assignor after receiving the official registration documents from the governmental authority.
Failure to register this Agreement shall not affect its validity, enforceability, or the transfer of the Intellectual Property.
WARRANTIES AND REPRESENTATIONS. The Assignor guarantees being the sole and exclusive owner of the Intellectual Property and possessing the authority to transfer the Intellectual Property to the Assignee.
The Assignor ensures that the Intellectual Property is valid and enforceable and does not violate the intellectual property rights of any third party.
The Assignor also guarantees that the Intellectual Property is free from any claims, liens, encumbrances, adverse rights, or interests.
The Assignor warrants that there are no pending legal issues related to the Intellectual Property and that transferring it to the Assignor does not violate any agreements, laws, or regulations.
The Assignor assures that all relevant information regarding the Intellectual Property has been provided to the Assignee.
However, the Assignor makes no guarantees regarding the commercial success or profitability of the Intellectual Property.
LIABILITY AND INDEMNIFICATION. The Assignor shall not be liable for any indirect, incidental, punitive, or consequential damages resulting from or connected with the Intellectual Property or its assignment.
The Assignor is responsible for covering and protecting the Assignee from any claims, damages, liabilities, costs, and expenses, including attorneys' fees, that result from the breach of the Assignor's warranties, representations, or any claim that the Intellectual Property violates the intellectual property rights of any third party.
The Assignor's obligation to indemnify and protect the Assignee shall be limited to the actual damages incurred by the Assignee due to a breach of the Assignor's warranties, representations, or any claim that the IP violates the intellectual property rights of any third party.
The Assignee shall be solely responsible for any infringement or violation of any third party's intellectual property rights resulting from using or exploiting the Intellectual Property.
The Assignee is responsible for covering and protecting the Assignor from any claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, that result from the breach of the Assignee's obligations hereunder or any claim that the use of the Intellectual Property infringes the intellectual property rights of any third party.
The Assignee's obligation to indemnify and protect the Assignor shall be limited to the actual damages incurred by the Assignor due to a breach of the Assignee's obligations hereunder or any claim that the use of the IP infringes the intellectual property rights of any third party.
The Assignee shall immediately notify the other Party of any claim or action asserted against the Assignor concerning the Intellectual Property. The second Party shall have the right to control the defense of any such claim or action.
Except as expressly provided herein, the Assignor does not offer any warranties, whether expressed or implied, regarding the Intellectual Property, including but not limited to warranties of merchantability or fitness for a particular purpose.
SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the Assignor, the Assignee, and their respective successors and assigns.
The Assignor may assign the rights and obligations under this Agreement to any third party without the Assignee's prior written consent. The Assignee may transfer the rights and obligations under this Agreement without the Assignor's prior written consent.
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.
GOVERNING LAW AND DISPUTE RESOLUTION. This Agreement shall be governed by and construed in accordance with the laws of the State of , except for its conflict of laws principles. Any action or proceeding arising out of or in connection with this Agreement or its validity shall be brought exclusively in the courts located in the State of .
CONFIDENTIALITY. The Parties shall keep strictly confidential information and shall not disclose any information to third parties unless required by law. The Parties agree not to use the confidential information for any purpose other than what is necessary to fulfill their obligations under this Agreement.
This confidentiality clause shall remain in effect after the termination or expiration of this Agreement.
NOTICE. Any notice, request, demand, or other communication under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered mail, return receipt requested, postage prepaid, or by a reputable overnight delivery service. The address for such notices is set forth below.
If to the Assignor:
Attn.
, USA
If to the Assignee:
Attn.
, USA
Either Party may change the address for receipt of notices by giving written notice to the other Party.
The notices shall be deemed to have been received on the day of delivery if sent by hand or courier service, or on the third business day after the date of posting if sent by registered mail.
SEVERABILITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between the Parties and supersedes all prior or current agreements, understandings, negotiations, or discussions, whether oral or written, relating to the subject matter. Any amendments or modifications to this Agreement must be in written form and signed by both Parties. This Agreement does not create a partnership or joint venture between the Parties, and neither Party has the authority to bind the other in any respect.
AMENDMENTS. This Agreement may only be amended or modified by a written agreement signed by both Parties. Any amendments to this Agreement shall be binding only if made in writing and signed by both Parties.
BINDING EFFECT. This Agreement shall be binding upon the Parties and their respective successors and assigns. Neither Party may assign this Agreement or any associated rights or obligations without obtaining the other Party's written consent, which shall not be unreasonably withheld.
ANNEXES. Any annexes, schedules, and exhibits to this Agreement are integral parts of this Agreement. In the event of any inconsistencies between the provisions of the main body of this Agreement and its Annexes, the provisions of the main body of this Agreement shall prevail.
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THE ASSIGNOR |
THE ASSIGNEE |
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, USA
____________________________ (Place for a signature)
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, USA
____________________________ (Place for a signature)
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Template Description
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What Is an IP Assignment Agreement?
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