Assignment of All Rights in Computer Software

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Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Assignment of All Rights in Computer Software

Assignment of All Rights in Computer Software

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Assignment of All Rights in Computer Software

This Assignment of All Rights in Computer Software (hereinafter referred to as the "Assignment") is made and entered into on this {{day}} day of {{month}}, {{year}}, by and between:

**{{assignor_company_name}}**, a company duly incorporated and existing under the laws of {{assignor_jurisdiction}}, with its principal place of business at {{assignor_address}} (hereinafter referred to as the "Assignor"), and

**{{assignee_company_name}}**, a company duly incorporated and existing under the laws of {{assignee_jurisdiction}}, with its principal place of business at {{assignee_address}} (hereinafter referred to as the "Assignee").

Collectively referred to as “Parties” and individually as “Party.”

Recitals

A. The Assignor is the sole and exclusive owner of all rights, title, and interest in and to the computer software described in Schedule A attached hereto (hereinafter referred to as the “Software”).

B. The Assignor desires to assign all of its rights, title, and interest in the Software to the Assignee, and the Assignee desires to acquire all such rights, title, and interest from the Assignor, subject to the terms and conditions set forth herein.

Assignment of Rights

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Assignor hereby irrevocably assigns, transfers, and conveys to the Assignee, its successors and assigns, all of the Assignor's worldwide rights, title, and interest in and to the Software, including, but not limited to, all copyrights, patents, trade secrets, trademarks, moral rights, and other intellectual property rights, whether now known or hereafter existing, pertaining to the Software, and all registrations and applications for registration thereof, together with the right to sue for past, present, and future infringements.

Representations and Warranties of Assignor

The Assignor hereby represents and warrants to the Assignee that:

a. The Assignor is the sole and exclusive owner of all rights, title, and interest in and to the Software.

b. The Assignor has the full right, power, and authority to enter into this Assignment and to assign the Software as provided herein.

c. The Software does not infringe upon any intellectual property rights of any third party.

d. There are no outstanding liens, claims, encumbrances, or litigation, actual or threatened, related to the Software.

e. The Assignor has not previously assigned, transferred, or otherwise conveyed any rights in the Software to any third party.

Indemnification

The Assignor shall indemnify, defend, and hold harmless the Assignee from and against any and all claims, demands, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of the representations and warranties made by the Assignor hereunder.

Governing Law and Dispute Resolution

This Assignment shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

Any dispute, controversy, or claim arising out of or relating to this Assignment, or the breach, termination, or invalidity thereof, shall be resolved by arbitration in accordance with the rules of the {{arbitration_institution}}.

Entire Agreement

This Assignment constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

Amendments

No amendment, modification, or waiver of any provision of this Assignment shall be effective unless in writing and signed by both Parties.

Schedule A: Description of Software

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Signatures

IN WITNESS WHEREOF, the Parties have executed this Assignment on the date first above written.

**FOR THE ASSIGNOR:**

_______________________________

Name: {{assignor_signatory_name}}

Title: {{assignor_signatory_title}}

Date: {{assignor_signature_date}}

**FOR THE ASSIGNEE:**

_______________________________

Name: {{assignee_signatory_name}}

Title: {{assignee_signatory_title}}

Date: {{assignee_signature_date}}