Assignment of Intellectual Property Rights

Assignment of Intellectual Property Rights

Agreement made on the , by , a organized and existing under the laws of the state of , with its principal office located at , referred to herein as Assignor, and , a organized and existing under the laws of the state of , with its principal office located at , referred to herein as Assignee.

1. Assignment and Transfer

For and in consideration of the payment by Assignee to Assignor of $ , and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor sells, delivers, assigns, and transfers to Assignor all of the right, title, and interest of the Assignor in the intellectual property described on Exhibit A, hereinafter called the Intellectual Property. This assignment includes, without limitation, all of the following personal property:

A. Technology. All precursors, works of authorship, mask works, technology, information, know-how, and tools relating to the development, support, or maintenance of the Intellectual Property;

B. Intellectual Property Rights. All patent rights, trademark rights, copyrights, trade secret rights and all other intellectual or industrial property rights in the Intellectual Property;

C. Contract Rights. All contract rights, causes of action, and goodwill in, incorporated or embodied in, used to develop, or related to the Intellectual Property; and

D. Moral Rights. All rights of integrity, disclosure, and withdrawal and any other rights known as moral rights, artist's rights, or droit moral that are retained by the developer of intellectual property under applicable law notwithstanding an assignment of the developer's rights to the Intellectual Property.

2. Protection of the Rights of Assignee

A. Further Assurances. Assignor agrees to sign and deliver to Assignee such additional documents, and to take such additional actions, as may reasonably be required to complete this transfer or to evidence, record, or perfect the rights of the Assignee in the Intellectual Property.

B. Retained Rights. To the extent the Assignor continues to have any moral rights or other rights in the Intellectual Property, the Assignor agrees not to assert such rights or to challenge the rights of the Assignee in the Intellectual Property.

C. Confidential Information. Assignor will not, without the prior written consent of , use or disclose to any third party the Intellectual Property or any information included in the Intellectual Property. However, the Assignor has the right to use or disclose property or information if it is available to the public generally (through no fault of the Assignor). Assignor recognizes and agrees that there is no adequate remedy at law for a breach of this section relating to confidential information, such a breach may irreparably harm the Assignee, and the Assignee is entitled to equitable relief, including injunctive relief, with respect to any such breach or potential breach in addition to any other remedies.

3. Representations and Warranties

Assignor represents and warrants to the Assignee that:

A. Ownership. Assignor is the sole owner of the Intellectual Property, free and clear of all liens or encumbrances, and the Assignor will defend the Assignee against all claims and demands of all persons;

B. Employment. Assignor was not acting within the scope of employment by a third party when conceiving or creating the Intellectual Property or performing any other activity with regard to the Intellectual Property;

C. Infringements. Assignor is not aware of any violation, infringement, or misappropriation of any third party's rights by the Intellectual Property; and

D. Good Right to Transfer. The Assignor has a good right to transfer the Intellectual Property to the Assignee.

4. Governing Law
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

WITNESS our signature as of the day and date first above stated.

(Acknowledgment form may vary by state)

STATE OF
COUNTY OF

Personally appeared before me, the undersigned authority in and for the said county and state, on this day of , 20 , within my jurisdiction, the within named , who acknowledged that he is of , a corporation, and that for and on behalf of the said corporation, and as its act and deed he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do.