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This intellectual property agreement is between Name Business / Individual , an individual State Assignor Biz Type (the "Assignor") and Name Business / Individual , an individual State Assignee Business Type (the "Assignee").
The Assignor has full interest in the intellectual property listed in Exhibit A and described in section 1 below.
The Assignor wishes to transfer to the Assignee, and the Assignee wishes to purchase and receive from the Assignor, all of its interest in the Intellectual Property.
The parties therefore agree as follows:
1. ASSIGNMENT OF INTELLECTUAL PROPERTY.
The Assignor assigns to the Assignee, and the Assignee accepts the assignment of, all of the Assignor's interest in the following in the United States and its territories and throughout the world:
2. PURCHASE PRICE.
The Assignee shall pay the Assignor a flat fee of $$ Amount as full payment for all rights granted under this agreement. The Assignee shall complete this payment no later than Date .
3. RECORDATION.
In order to record this assignment with all relevant government agencies, within Hours hours of the effective date of this assignment, the parties shall sign the form of intellectual property assignment agreement attached as Exhibit B. The Assignor / Assignee is solely responsible for filing the assignment and paying any associated fees of the transfer.
4. NO EARLY ASSIGNMENT.
The Assignee shall not assign or otherwise encumber its interest in the Intellectual Property or any associated registrations until it has paid to the Assignor the full consideration provided for in this assignment. Any assignment or encumbrance contrary to this provision shall be void.
5. ASSIGNOR'S REPRESENTATIONS.
The Assignor hereby represents and warrants to the Assignee that it:
The Assignor shall immediately notify the Assignee in writing if any facts or circumstances arise that would make any of the representations in this assignment inaccurate.
6. INDEMNIFICATION.
Assignor / Assignee
The Assignor shall indemnify the Assignee against:
7. GOVERNING LAW.
8. AMENDMENTS.
No amendment to this assignment will be effective unless it is in writing and signed by a party or its authorized representative.
9. ASSIGNMENT AND DELEGATION.
10. COUNTERPARTS; ELECTRONIC SIGNATURES.
11. SEVERABILITY.
If any one or more of the provisions contained in this assignment is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this assignment, but this assignment will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this assignment to be unreasonable.
12. NOTICES.
| Contact name/position Assignor Name | |
| Street address | |
| City , State ZIP Code | |
| Contact name/position Assignee Name | |
| Street address | |
| City , State ZIP Code | |
13. WAIVER.
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this assignment will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
14. ENTIRE AGREEMENT.
This assignment constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement about the subject matter of this assignment. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this assignment are expressly merged into and superseded by this assignment. The provisions of this assignment may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this assignment by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this assignment. Except as set forth expressly in this assignment, there are no conditions precedent to this assignment's effectiveness.
15. HEADINGS.
The descriptive headings of the sections and subsections of this assignment are for convenience only, and do not affect this assignment's construction or interpretation.
16. EFFECTIVENESS.
This assignment will become effective when all parties have signed it. The date this assignment is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this assignment.
17. NECESSARY ACTS; FURTHER ASSURANCES.
Each party shall use all reasonable efforts to take, or cause to betaken, all actions necessary or desirable to consummate and make effective the transactions this assignment contemplates or to evidence or carry out the intent and purposes of this assignment.
SIGNATURE PAGE FOLLOWS
Each party is signing this agreement on the date stated opposite that party's signature.
| Assignor Name | |
Date: _________________ |
By:__________________________________________ |
| Name: Yes / No Assignor Name Name Title: Title |
|
| Assignee Name | |
Date: _________________ |
By:__________________________________________ |
| Name: Yes / No Assignee Name Title: Title |
PAGE BREAK HERE
EXHIBIT A
LIST OF INTELLECTUAL PROPERTY
| Name | Registration or Application Number | Registration or Filing Date |
| Name | Registration or application number | Date Yes / No |
| Name | Registration or application number | Date Yes / No |
| Name | Registration or application number | Date Yes / No |
| Name | Registration or application number | Date Yes / No |
| Name | Registration or application number | Date |
PAGE BREAK HERE
EXHIBIT B
FORM OF RECORDABLE INTELLECTUAL PROPERTY ASSIGNMENT
For good and valuable consideration, the receipt of which is hereby acknowledged, Assignor Name an individual Assignor State Assignor Biz Type (the "Assignor") hereby assigns to Assignee Name an individual Assignee State Assignee Biz Type (the "Assignee") all of the Assignor's interest in the Intellectual Property identified in Attachment A to this assignment, and the Assignee accepts this assignment.
Each party is signing this agreement on the date stated opposite that party's signature.
| Assignor Name | |
Date: _________________ |
By:__________________________________________ |
| Name: Assignor Name Alt Assignor Name Title: Assignor Title |
|
| Assignee Name | |
Date: _________________ |
By:__________________________________________ |
| Name: Assignee Name Title: Assignee Title |
PAGE BREAK HERE
ATTACHMENT A INTELLECTUAL PROPERTY