Patent Assignment

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PATENT ASSIGNMENT AGREEMENT

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

{{assignor_name}}, with a principal place of business at {{assignor_address}} (hereinafter referred to as the 'Assignor'); and

{{assignee_name}}, with a principal place of business at {{assignee_address}} (hereinafter referred to as the 'Assignee').

RECITALS

WHEREAS, the Assignor is the sole and exclusive owner of all rights, title, and interest in and to the patent application(s) and/or patent(s) (hereinafter collectively referred to as the 'Patent') more fully described in Schedule A attached hereto;

WHEREAS, the Assignor desires to assign all of its rights, title, and interest in and to the Patent to the Assignee; and

WHEREAS, the Assignee desires to acquire all such rights, title, and interest from the Assignor.

ASSIGNMENT

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Assignor does hereby irrevocably assign, transfer, and convey unto the Assignee, its successors and assigns, all right, title, and interest in and to the Patent, including without limitation, the right to file, prosecute, assign, license, and enforce the Patent throughout the world, and to collect all royalties, damages, and other proceeds resulting from the use, exploitation, or infringement thereof, past, present, and future.

This assignment includes any and all reissues, extensions, continuations, continuations-in-part, divisions, renewals, and foreign counterparts thereof.

WARRANTIES AND REPRESENTATIONS OF ASSIGNOR

The Assignor hereby represents and warrants to the Assignee that:

a) The Assignor is the sole and exclusive owner of the entire right, title, and interest in and to the Patent, and has the full right and authority to enter into this Agreement and to make the assignment contemplated herein.

b) The Patent is free and clear of all liens, encumbrances, and adverse claims.

c) The Assignor has not assigned, granted, or in any way encumbered its rights in the Patent to any third party.

d) To the best of the Assignor's knowledge, the Patent is valid and enforceable.

COVENANTS OF ASSIGNOR

The Assignor agrees to cooperate fully with the Assignee, both during and after the term of this Agreement, including but not limited to, executing any and all further instruments, documents, and applications and doing all other acts and things necessary to vest completely in the Assignee, its successors, and assigns, all right, title, and interest in and to the Patent, and to enable the Assignee to obtain, maintain, and enforce the Patent in any and all countries.

CONSIDERATION

In consideration for the assignment of the Patent, the Assignee shall pay the Assignor the sum of {{amount}} ({{currency}}) on or before {{payment_due_date}}.

Alternatively, the consideration may be structured as {{royalty_agreement_details}}.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.

No modification of this Agreement shall be effective unless in writing and signed by both parties.

SCHEDULE A: DESCRIPTION OF PATENT

Patent Title: {{patent_title}}

Patent Number (if granted): {{patent_number}}

Patent Application Number (if pending): {{patent_application_number}}

Date of Grant/Filing: {{patent_date}}

Inventors: {{inventor_names}}

Brief Description of Invention: {{invention_description}}

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

_____________________________

Assignor Signature

Name: {{assignor_name}}

Date: {{date}}

_____________________________

Assignee Signature

Name: {{assignee_name}}

Date: {{date}}