Assignment of Rights in Computer Software With Reservation

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ASSIGNMENT OF RIGHTS IN COMPUTER SOFTWARE WITH RESERVATION

This Assignment of Rights in Computer Software With Reservation (the “Agreement”) is made and entered into as of this {{date_of_agreement}} day of {{month_of_agreement}}, {{year_of_agreement}} (the “Effective Date”), by and between:

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

AND

**Assignee:** {{assignee_company_name}}, a company duly incorporated 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 the “Parties”.

RECITALS

WHEREAS, the 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 but not limited to all intellectual property rights, copyrights, and trade secrets;

WHEREAS, the Assignor desires to assign certain rights in the Software to the Assignee, and the Assignee desires to acquire such rights, subject to the reservations specified herein;

ASSIGNMENT OF RIGHTS

For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Assignor hereby assigns, transfers, and conveys to the Assignee all of its rights, title, and interest in and to the Software, including, without limitation, all copyrights, trade secrets, and other intellectual property rights worldwide, EXCEPT for those rights expressly reserved by the Assignor as set forth in Section 4 below.

RESERVED RIGHTS

Notwithstanding the assignment set forth in Section 3, the Assignor expressly reserves, and the Assignee acknowledges and agrees to, the following rights (the “Reserved Rights”):

(a) The non-exclusive, perpetual, irrevocable, worldwide, royalty-free right and license to use, reproduce, modify, display, perform, and distribute the Software for {{assignor_reserved_use_purpose}} purposes.

(b) The right to grant sublicenses of the Reserved Rights to third parties for {{assignor_sublicense_purpose}}.

(c) The right to {{other_reserved_rights_description}}.

The Assignee shall not: (i) interfere with the Assignor’s exercise of the Reserved Rights; or (ii) assert any claim against the Assignor or its sublicensees for their use of the Software within the scope of the Reserved Rights.

REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

The Assignor represents and warrants to the Assignee that:

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

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

(c) There are no outstanding liens, claims, or encumbrances against the Software, other than as may be expressly disclosed in writing to the Assignee.

(d) The Assignor has not previously assigned, transferred, or encumbered the rights in the Software in a manner that would conflict with this Agreement.

INDEMNIFICATION

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

The Assignee shall indemnify, defend, and hold harmless the Assignor from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with the Assignee’s use of the Software outside the scope of this Agreement or in violation of the Reserved Rights.

GOVERNING LAW AND DISPUTE RESOLUTION

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

Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in accordance with the rules of {{arbitration_institution}}.

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.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Assignment of Rights in Computer Software With Reservation as of the Effective Date first above written.

**ASSIGNOR:**

_______________________________

Name: {{assignor_signatory_name}}

Title: {{assignor_signatory_title}}

Date: {{assignor_signature_date}}

**ASSIGNEE:**

_______________________________

Name: {{assignee_signatory_name}}

Title: {{assignee_signatory_title}}

Date: {{assignee_signature_date}}