Assignment of All Rights in Computer Software

{{company_name}}

{{company_address}}

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

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

AND

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

Assignor and Assignee are hereinafter collectively referred to as the "Parties" and individually as a "Party".

RECITALS

WHEREAS, 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 and incorporated by reference herein (hereinafter referred to as the "Software");

WHEREAS, Assignor desires to assign, and Assignee desires to acquire, all rights, title, and interest in and to the Software, including all intellectual property rights related thereto, subject to the terms and conditions set forth in this Agreement.

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 agree as follows:

ASSIGNMENT OF RIGHTS

1.1. Assignor hereby irrevocably assigns, transfers, and conveys to Assignee, its successors and assigns, all of Assignor's worldwide right, title, and interest in and to the Software, including without limitation: (a) all copyrights, patents, trade secrets, trademarks, and other intellectual property rights, whether registered or unregistered; (b) all source code, object code, documentation, specifications, designs, and related materials; (c) all goodwill associated with the Software; and (d) all rights to sue for past, present, and future infringements of any of the foregoing.

1.2. The assignment made herein is comprehensive and includes all associated derivative works, enhancements, modifications, and updates to the Software, created prior to or as of the Effective Date.

CONSIDERATION

2.1. In consideration for the assignment of rights set forth herein, Assignee shall pay to Assignor the sum of {{currency_symbol}}{{amount}} ({{amount_in_words}} {{currency_name}}) on or before {{payment_due_date}}.

2.2. Payment shall be made via {{payment_method}} to the bank account specified by Assignor in writing.

REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

3.1. Assignor represents and warrants to Assignee that: (a) Assignor is the sole and exclusive owner of all rights, title, and interest in and to the Software, and has the full power and authority to enter into this Agreement and assign the Software; (b) the Software is free and clear of all liens, encumbrances, and claims of third parties; (c) the Software does not infringe upon any intellectual property rights of any third party; (d) Assignor has not granted any licenses, rights, or interests in the Software that would conflict with this assignment; and (e) Assignor has taken all necessary actions to protect the intellectual property rights in the Software.

INDEMNIFICATION

4.1. Assignor agrees to indemnify, defend, and hold harmless Assignee, its officers, directors, employees, and agents from and against any and all claims, liabilities, costs, damages, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of Assignor's representations and warranties contained in this Agreement.

FURTHER ASSURANCES

5.1. Assignor agrees to execute and deliver any and all further documents and instruments, and to take all further actions, as may be reasonably requested by Assignee to perfect, confirm, or enforce the assignment of rights contemplated by this Agreement, at Assignee's expense.

GOVERNING LAW AND JURISDICTION

6.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_country}}, without regard to its conflict of laws principles.

6.2. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in {{jurisdiction}}.

ENTIRE AGREEMENT

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

SCHEDULE A: DESCRIPTION OF SOFTWARE

**Software Name:** {{software_name}}

**Version:** {{software_version}}

**Description:** {{software_description}}

**Key Features:** {{software_key_features}}

**Relevant Documentation:** {{software_documentation}}

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement on the Effective Date first above written.

**FOR ASSIGNOR:**

_______________________________

Name: {{assignor_signatory_name}}

Title: {{assignor_signatory_title}}

Company: {{assignor_company_name}}

**FOR ASSIGNEE:**

_______________________________

Name: {{assignee_signatory_name}}

Title: {{assignee_signatory_title}}

Company: {{assignee_company_name}}