Intellectual Property Assignment

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Intellectual Property Assignment

This Intellectual Property Assignment (referred as the “Assignment”) is made and entered into
on [INSERT COMPLETE DATE] by and between:

ASSIGNING ENTITY (referred as the “Assignor”), an existent [INSERT WHAT TYPE OF


ENTITY] in accordance with the laws of [INSERT CITY/STATE], its principal branch currently
located at [INSERT COMPLETE LOCATION ADDRESS]; and

TARGET ENTITY (referred as the “Assignee”), an existent [INSERT WHAT TYPE OF


ENTITY] in accordance with the laws of [INSERT CITY/STATE], its principal branch currently
located at [INSERT COMPLETE LOCATION ADDRESS].

On this [INSERT NUMBER] day of [INSERT NAME OF MONTH], [INSERT YEAR] (referred
as the “Effective Date”).

Recitals

WHEREAS, the Assignor will be the ones who will create essential things needed for
an assignor. This is with relevance to the existing [INSERT WHAT TYPE OF MAJOR WORK
OF THE ASSIGNEE] (referred as the “[INSERT NAME OF MAJOR WORK”) that is owned by
the Assignee;
WHEREAS, the Assignor entered into a [INSERT WHAT TYPE OF
GATHERING/EVENT] event hosted by the Assignee and its affiliates;

WHEREAS, the Assignor shall proceed to the development of [INSERT NAME OF


CREATION/S OF THE ASSIGNOR] with reference to the Assignee’s work and other related
projects. This shall constitute different assistance of the Assignee as a major entry to
[SPECIFY GATHERING/EVENT] event;

In consideration of the mutual covenants described herein, as well as the valuable


consideration, both the Assignor and the Assignee agree as follows:
1. Definitions

The following are the definitions of the terms being used in this Assignment:

1. Intellectual Property. ______________________________________________


_______________________________________________________________

2. Rights. _________________________________________________________
_______________________________________________________________

3. Patents. ________________________________________________________
_______________________________________________________________

4. Trademarks. _____________________________________________________
_______________________________________________________________

2. Assignment of Intellectual Property

Assignor hereby assigns and transfers to Assignee the assignment, and Assignee hereby
accept the assignment and shall transfer all right to the [SPECIFY CREATION/MAJOR
WORK]. Assignor will perform all instruments and shall do carry all tasks and projects base on
the provisions stated herein. Assignor shall exercise all rights and shall apply all required
instruments in order for the Assignor to carry out the terms and conditions set forth in this
Assignment.

Assignee reserves full right to take legal action against any breach from any third party on any
intellectual property rights transferred by the Assignor. This is in conformity with the clauses
described under this Assignment.

3. Assignor’s Assistance and Support

Assignor shall comply with the continuous execution of any documents and provisions upon
the request of the Assignee. This will serve as proof of record in terms of the enforcement of
this Assignment. Moreover, Assignor shall provide assistance to Assignee when it comes to
the application for any registrations on trademarks and/or copyrights relevant to the
Assignor’s work.

Assignor shall acquire its documentation of any legal undertakings that may arise out from
this Agreement which may affect the rights of the Assignee. This is with regard to the
intellectual property rights appointed to the latter on [INSERT NAME OF ASSIGNOR’S
CREATION].

4. Acknowledgement of Rights

In order to further execute the provisions of this Assignment, the Assignor hereby agrees and
understands the following fact:

1. The progression of the Assignee on the rights, title, and interests on [INSERT
NAME OF ASSIGNOR’S CREATION];

2. The Assignee’s receipt of any and all the rights and benefits arising from the
Assignee’s aforementioned succession;

3. The indemnification of the Assignee as per any and all actions, suits, or legal
proceedings relating of or to such transfer and assignment hereof;

5. Representations and Warranties

A. Assignor

In accordance to the provisions set forth in this Assignment, the Assignee hereby warrants
and represents to the following:

(a) The Assignor takes the full capability and shall hold complete control in entering into this
Assignment.
(b) The Assignor have not assigned, transferred, or conveyed the intellectual property rights
on [INSERT NAME OF ASSIGNEE’S CREATION] to any other entity prior to the creation and
the execution of this Assignment.

(c) Any contents of the Assignee’s creation must be original and authentic works of the
Assignor having the intellectual property rights to the said creation. This shall be within the
knowledge of the Assignor.

B. Assignee

In accordance to the provisions set forth in this Assignment, the Assignee shall represent and
warrant to Assignee in order to bear the capability and shall take part in this Assignment. All
works done must be agreed upon the Assignor pursuant to the terms and conditions in this
Assignment.

6. Confidentiality

Both the Assignor and the Assignee shall be compelled to keep confidential and not disclose,
share, or sell the following confidential information relevant to the subject matter of this
Assignment to any third party not involved in this Assignment.

7. Indemnification

Assignor shall defend and hold harmless the Assignee as well as its associates and
representatives from and against any losses, liabilities, suits or claims that may arise out of or
otherwise relating to the subject matter of this Assignment. Furthermore, the Assignor’s
performance or failure to execute all required tasks by this Assignment, Assignor’s acts or any
warranties contained herein.

8. Nature of Relationship
As for nature of relationship for both parties under this Assignment, nothing in this Assignment
implies or states that the Assignor and the Assignee are involved or engaged in a joint
agreement or employer-employee relationship or any commercial relationship therein other
than that of an independent contractor agreement.

9. Governing Law

This Assignment shall be under the authority and the guidance thereof from the laws of the
State of [INSERT NAME OF STATE] without regard to the state’s laws and jurisdictions. Both
the Assignor and the Assignee agreed that the [INSERT NAME OF COURT] for the [INSERT
NAME OF CITY/STATE] shall be the exclusive venue for any legal course of action which
may arise out of or in relation to this Assignment.

10. Entire Assignment

This Assignment shall hold any and all the terms and conditions agreed upon by the Assignor
and the Assignee pursuant to the subject matters related to [INSERT NAME OF ASSIGNOR’S
CREATION]. This Assignment shall cover all provisions and any presentations attached
hereof. Furthermore, this shall supersedes any other prior discussions, understandings,
and/or agreements of the Assignor and the Assignee relevant to the subject matter of this
Assignment. Both the Assignor and the Assignee have not

The Assignor and the Assignee have not relied on any representation, warranty, or provision
related to the subject matter of this Assignment that are not expressly provided and set out in
this Assignment. Such representation, warranty, or provision shall not hold any effect since
the Effective Date of this Assignment.

11. Severability

In the event that any term, condition, or provision under this Assignment is deemed null or
void and such nullity makes such term, condition, or provision unenforceable, all the other
terms, conditions, and/or provisions in this Assignment shall continue to take effect and shall
not be in any way affected by the aforementioned invalidity of the term, condition, or provision.
The null term, condition, or provision shall be subject to [INSERT COMPLETE
INFORMATION ON WHAT THE PARTIES WILL DO TO THE INVALID TERM, CONDITION,
OR PROVISION OF THIS ASSIGNMENT].

12. Waiver

No failure to perform or delay to perform or no performance of any right or remedy shall


establish a waiver of either the Assignor or the Assignee of that or any right or remedy
available to it.

13. Amendments

Amendments to any term, condition, or provision in this Assignment shall become valid and
enforceable only when such amendment is procured in writing with the signature of consent
by both the Assignor and the Assignee.

14. Notices

Any and all notices or any other forms of communication requested by either the Assignor or
the Assignee for the other party shall be transmitted and delivered through any of the agreed
delivery methods and shall be considered as given through personal delivery. Such notice or
form of communication shall be delivered to the addresses of the Assignor and the Assignee
as specified at the starting sections of this Assignment.

15. Counterparts

This Assignment may be enforced in [INSERT NUMBER/RANGE] of counterparts, with each


counterpart considered as that of the original instrument, all of which is understood as one
and same.

16. Headings
Terms used that are all capitalized but are not defined in this Assignment shall have the
definition appointed to the parties in this Assignment. This is also as described in the terms
and conditions set forth in this Assignment.

IN WITNESS WHEREOF, the Assignor and the Assignee have duly executed this Assignment
following their commitment on the execution hereof through the respective seals evident on
this [INSERT NUMBER] day of [INSERT NAME OF MONTH], [INSERT YEAR].

SIGNED:

Assignor Assignee

________________________________ ___________________________________
Authorized Signature Authorized Signature

________________________________ ___________________________________
Name and Title in Print Name and Title in Print

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