Intellectual Property Rights Assignment Agreement

INTELLECTUAL PROPERTY RIGHTS ASSIGNMENT AGREEMENT

This Intellectual Property Rights Assignment Agreement ("Agreement") is made effective as of Effective Date: by and between Assignor Name: , located at Assignor Address: , and Assignee Name: , located at Assignee Address: .

RECITALS

WHEREAS, Assignor has created, developed or otherwise owns certain intellectual property and related materials identified as: (the "Work");

WHEREAS, the Work was first fixed, made or delivered on or about Creation Date: and may include but is not limited to inventions, designs, software code, documentation, drawings, trade secrets and other proprietary materials described in more detail in Section 2 below; and

WHEREAS, Assignor desires to assign and transfer to Assignee, and Assignee desires to acquire from Assignor, all of Assignor's right, title and interest in and to the Assigned Intellectual Property on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Assigned IP" means all rights, title and interest owned or controlled by Assignor in and to the Work and all inventions, discoveries, improvements, trade secrets, know-how, copyrights, patent rights, mask works, moral rights to the maximum extent permitted by law, domain names, trademark rights, goodwill associated with any mark, design rights and any registrations, applications and renewals thereof, and all tangible and intangible embodiments thereof, whether now known or hereafter discovered, and whether arising under statute, common law or equity.

1.2 "Documentation" means any documents, source code, drawings, specifications, data, files and records reasonably necessary to evidence, practice, exploit or perfect the Assigned IP.

2. DESCRIPTION OF ASSIGNED INTELLECTUAL PROPERTY

Assignor hereby assigns to Assignee all of Assignor's right, title and interest in and to the Assigned IP. The Assigned IP includes the following description and materials:

3. ASSIGNMENT

3.1 Assignment. Assignor hereby irrevocably assigns, transfers and conveys to Assignee, effective as of the Effective Date, all of Assignor's right, title and interest in and to the Assigned IP throughout the world, including without limitation all rights to sue for past, present and future infringement and to collect damages and other remedies.

3.2 Exclusions. Any rights or claims specifically identified in writing by Assignor as excluded from this assignment must be listed here:

4. CONSIDERATION

In consideration of the assignment of the Assigned IP, Assignee shall pay Assignor the sum of Consideration Amount: USD, payable according to the following terms: . The parties acknowledge that such consideration is adequate and fair.

5. REPRESENTATIONS AND WARRANTIES

5.1 Assignor represents and warrants to Assignee that: (a) Assignor is the sole owner of the Assigned IP with full power and authority to transfer the same; (b) the Assigned IP is free and clear of all liens, security interests, encumbrances and third-party claims except as disclosed in writing to Assignee; (c) to Assignor's knowledge, the Assigned IP does not infringe or misappropriate any third party's registered intellectual property rights; and (d) there are no pending or threatened litigation, claims or governmental proceedings relating to the Assigned IP other than as disclosed in writing.

5.2 Assignee represents and warrants that it has full corporate or other power and authority to enter into this Agreement and to accept the assignment provided herein.

6. FURTHER ASSURANCES

Assignor agrees, at Assignee's expense, to execute and deliver such further instruments, assignments, confirmations and other documents, and to take such further actions as may be reasonably requested by Assignee to effectuate and record the assignment of the Assigned IP and to vest title in Assignee throughout the world.

7. CONFIDENTIALITY

The parties shall keep confidential the terms of this Agreement and any non-public information concerning the Assigned IP, except to the extent disclosure is required by law or necessary to exercise rights under this Agreement; provided that the party required to disclose provides prior written notice and takes reasonable steps to limit the scope of the disclosure.

8. INDEMNIFICATION

Assignor shall indemnify, defend and hold harmless Assignee and its officers, directors, employees and agents from and against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of any breach of Assignor's representations, warranties or covenants in this Agreement, including claims that the Assigned IP infringes or misappropriates third-party rights.

9. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or to such other address as either party may designate in writing.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for the resolution of disputes arising under this Agreement.

12. ENTIRE AGREEMENT

This Agreement, including any exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether oral or written.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby and the parties shall negotiate in good faith a substitute provision that most nearly effects the parties' original intent.

14. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless it is in writing and signed by both parties. The failure of either party to enforce any right shall not constitute a waiver of that right. This Agreement may be executed in counterparts and by electronic signature, each of which will be deemed an original and all of which together will constitute one and the same instrument.

15. MISCELLANEOUS

The provisions of this Agreement that by their nature are intended to survive termination or expiration shall so survive, including, without limitation, the provisions regarding assignment, confidentiality, indemnification and governing law.

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