Fill and Sign the Copyright Works Form

Assignment of Copyright to Multiple Works Pursuant to Asset Purchase Assignment Assignment made on the ________________ (date) , between _______________________ (Name of Seller) , a corporation organized and existing under the laws of the state of ________________, with its principal office located at ______________________________________________________________________ (street address, city, state, zip code) , referred to herein as Seller , to and ______________________ (Name of Purchaser) , a corporation organized and existing under the laws of the state of _______________, with its principal office located at ______________________________________________________________________ (street address, city, state, zip code) , referred to herein as Purchaser , pursuant to the Asset Purchase Agreement dated ___________________ (date) between the Seller and the Purchaser (the Agreement) . Whereas, the Seller has produced or had produced for its use and owns the right, title, and interest in the works, hereinafter called the Works , set forth in the attached Schedule A , which is incorporated by reference; and Whereas, Purchaser would like to acquire the entire right, title, and interest in, to, and under the Works set forth in the attached Schedule A, and any copyrights related to said Works, including any registrations and applications (collectively, the Works ); Now, therefore, for and in consideration of the mutual covenants contained in this Assignment, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. S eller does hereby sell, assign, transfer, convey, and deliver to the Purchaser, its successors and assigns, its entire right, title, and interest in, to, and under the Works, all of the foregoing to be held and enjoyed by the Purchaser for its own use and for the use of its successors, assigns, or other legal representatives, together with all claims for damages by reason of past, present, and future infringement of the rights assigned under this Assignment, with the right to sue for and collect the same for its own use and benefit, and for the use and benefit of its successors, assigns, and other legal representatives, as fully and entirely as the same would have been held and enjoyed by the Seller if this transfer to the Purchaser had not been made. 2. Seller agrees to execute and deliver to the Purchaser for filing such notices, substantially in the form attached as Exhibit I and other documents with the Copyright Office for the country involved as are necessary to effectuate the transfer of title contemplated by this Assignment. 3. Seller appoints and constitutes the Purchaser as attorney-in-fact for the Seller with respect to the transfer of title of any of the Works. The Purchaser's authority under this Assignment shall include, but not be limited to, the authority to execute and receive any certificate of ownership or other document to transfer title to any Works, and to take any other actions necessary or incident to the powers granted to the Purchaser in this Assignment. 4. This instrument shall inure to the benefit of the Purchaser and its successors and assigns and shall be binding on the Seller and its successors and assigns, effective immediately on its delivery to the Purchaser. 5. Severability The invalidity of any portion of this Assignment will not and shall not be deemed to affect the validity of any other provision. If any provision of this Assignment is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 6. No Waiver The failure of either party to this Assignment to insist upon the performance of any of the terms and conditions of this Assignment, or the waiver of any breach of any of the terms and conditions of this Assignment, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 7. Governing Law This Assignment shall be governed by, construed, and enforced in accordance with the laws of the State of _____________. 8. Notices Any notice provided for or concerning this Assignment shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Assignment. 9. Attorney’s Fees In the event that any lawsuit is filed in relation to this Assignment, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 10. Mandatory Arbitration Any dispute under this Assignment shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 11. Entire Assignment This Assignment shall constitute the entire Assignment between the parties and any prior understanding or representation of any kind preceding the date of this Assignment shall not be binding upon either party except to the extent incorporated in this Assignment. 12. Modification of Assignment Any modification of this Assignment or additional obligation assumed by either party in connection with this Assignment shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 13. Assignment of Rights The rights of each party under this Assignment are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 14. Counterparts For the convenience of the parties, this Assignment has been executed in several counterparts, which are in all respects similar and each of which shall be deemed to be complete in itself so that any one may be introduced in evidence or used for any other purpose without the production of the other counterparts. Immediately following endorsement of the consenting parties, counterparts will be furnished to the consenting parties so that each may be advised of the rights, privileges, and benefits that this Assignment confers. 15. In this Assignment, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. ________________________ _________________________ (Name of Seller) (Name of Purchaser) By:____________________________ By:_______________________________ _______________________ _________________________ (P rinted name & Office in Corporation) (P rinted name & Office in Corporation _______________________ _________________________ (Signature of Officer) (Signature of Officer) (Attach schedule and exhibit)