Assignment of Rights in Computer Software With Reservation

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{{company_address}}

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

Assignment of Rights in Computer Software With Reservation

Assignment of Rights in Computer Software With Reservation

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

ASSIGNMENT OF RIGHTS IN COMPUTER SOFTWARE WITH RESERVATION

This Assignment Agreement ("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_jurisdiction}}, 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_jurisdiction}}, with its principal place of business at {{assignee_address}} (hereinafter referred to as "Assignee").

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

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 intellectual property rights associated therewith, as more fully described in Schedule A attached hereto.

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

ASSIGNMENT OF RIGHTS

2.1. **Grant of Assignment.** The Assignor hereby assigns, transfers, and conveys to the Assignee, effective as of the Effective Date, all of its rights, title, and interest in and to the Software, including, but not limited to, all copyrights, patent rights, trade secret rights, and other intellectual property rights, subject to the reservations specified in Section 3 below.

2.2. **Scope of Assignment.** The rights assigned to Assignee under this Agreement include, but are not limited to, the right to:

a) Reproduce and distribute the Software;

b) Create derivative works based on the Software;

c) Publicly display and perform the Software;

d) Market, sell, and license the Software to third parties.

2.3. **Consideration.** In consideration for the assignment of rights hereunder, Assignee shall pay to Assignor the sum of {{currency}} {{amount}} ({{amount_in_words}}) on or before {{payment_due_date}}.

RESERVATION OF RIGHTS

3.1. **Reserved Rights.** Notwithstanding anything to the contrary in this Agreement, Assignor expressly reserves and retains the following rights in and to the Software:

a) The perpetual, non-exclusive, royalty-free, worldwide right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display the Software for {{reserved_purpose_1}};

b) The right to develop, market, and distribute future versions, updates, and enhancements of the Software independently, provided that such future versions, updates, and enhancements do not infringe on the rights assigned to the Assignee hereunder;

c) The right to {{reserved_right_3}}.

3.2. **No Interference.** Assignee agrees not to interfere with Assignor's exercise of its reserved rights.

REPRESENTATIONS AND WARRANTIES

4.1. **Assignor's Warranties.** 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 to grant 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 its rights in the Software in a manner that would conflict with this Agreement.

4.2. **Assignee's Warranties.** Assignee represents and warrants to Assignor that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

INDEMNIFICATION

5.1. Assignor shall indemnify, defend, and hold harmless Assignee from and against any and all claims, liabilities, damages, losses, costs, 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.

5.2. Assignee shall indemnify, defend, and hold harmless Assignor from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with Assignee's use, reproduction, distribution, or other exploitation of the Software, except to the extent such claims arise from a breach of Assignor's representations and warranties.

GOVERNING LAW AND DISPUTE RESOLUTION

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

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

GENERAL PROVISIONS

7.1. **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.

7.2. **Amendments.** No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties.

7.3. **Notices.** All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by reputable courier service, or mailed by certified or registered mail, return receipt requested, to the addresses set forth above.

7.4. **Severability.** If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

7.5. **Successors and Assigns.** This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

SIGNATURES

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

**ASSIGNOR:**

_______________________________

By: {{assignor_signatory_name}}

Title: {{assignor_signatory_title}}

Date: {{assignor_date}}

**ASSIGNEE:**

_______________________________

By: {{assignee_signatory_name}}

Title: {{assignee_signatory_title}}

Date: {{assignee_date}}

SCHEDULE A: DESCRIPTION OF THE SOFTWARE

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

**Version:** {{software_version}}

**Description:** {{software_description}}

**Key Features:**

- {{feature_1}}

- {{feature_2}}

- {{feature_3}}

(Add more features as applicable)

**Source Code Repository (if applicable):** {{source_code_repo_link}}

**Documentation (if applicable):** {{documentation_link}}