Assignment of Rights in Computer Software With Reservation

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Assignment of Rights in Computer Software With Reservation

This Assignment Agreement (the "Agreement") is made and entered into on this {{day}} day of {{month}}, {{year}}, by and between:

Assignor: {{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 "Assignor").

Assignee: {{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 "Assignee").

Recitals

WHEREAS, Assignor is the sole and exclusive owner of all rights, title, and interest in and to the computer software known as "{{software_name}}" (hereinafter referred to as the "Software"), including all source code, object code, documentation, and all related intellectual property rights.

WHEREAS, Assignor desires to assign certain rights in the Software to Assignee, and Assignee desires to acquire such rights, subject to the reservations set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Assignment of Rights

Assignor hereby assigns, transfers, and conveys to Assignee all of Assignor's right, title, and interest in and to the Software, including without limitation, all copyrights, patent rights, trade secret rights, and other intellectual property rights worldwide, EXCEPT FOR THE RESERVED RIGHTS, as more fully described in Section 4 below.

Reserved Rights

Notwithstanding the foregoing assignment, Assignor expressly reserves and retains the following rights in the Software (hereinafter referred to as "Reserved Rights"): {{description_of_reserved_rights}}.

Assignor shall have the perpetual, irrevocable, worldwide, royalty-free, non-exclusive right and license to use, reproduce, modify, distribute, display, perform, and create derivative works of the Software, including all Reserved Rights, for any purpose whatsoever.

Consideration

In consideration for the assignment of rights contemplated herein, Assignee shall pay to Assignor the sum of {{amount}} ({{currency}}) on or before {{payment_date}}.

Assignee shall provide Assignor with {{payment_details_or_schedule}}.

Representations and Warranties

Assignor represents and warrants to Assignee that:

(a) Assignor is the sole and exclusive owner of the Software and has the full right and authority to enter into this Agreement and to make the assignment contemplated herein.

(b) The Software does not infringe upon any intellectual property rights of any third party.

(c) Assignor has not previously assigned, transferred, or encumbered any of the rights assigned to Assignee hereunder, except for the Reserved Rights.

Assignee represents and warrants to Assignor that:

(a) Assignee has the full right and authority to enter into this Agreement and to accept the assignment contemplated herein.

(b) Assignee will comply with all applicable laws and regulations relating to its use of the Software.

Indemnification

Assignor shall indemnify, defend, and hold harmless Assignee from and against any and all claims, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of Assignor's representations and warranties set forth herein.

Assignee shall indemnify, defend, and hold harmless Assignor from and against any and all claims, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of Assignee's representations and warranties set forth herein or its use of the Software.

Governing Law and Jurisdiction

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

Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{arbitration_location}} (or specific arbitration clause if applicable).

Entire Agreement

This Agreement 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.

Signature Block

IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement as of the date first above written.

ASSIGNOR:

_____________________________

By: {{assignor_authorized_signatory}}

Title: {{assignor_signatory_title}}

ASSIGNEE:

_____________________________

By: {{assignee_authorized_signatory}}

Title: {{assignee_signatory_title}}

WITNESSES:

_____________________________

Name: {{witness_name_1}}

_____________________________

Name: {{witness_name_2}}