Industrial Design Assignment Agreement

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INDUSTRIAL DESIGN ASSIGNMENT AGREEMENT

This Industrial Design Assignment Agreement (hereinafter referred to as “the Agreement”) is made and entered into on this {{day}} day of {{month}}, {{year}} (the “Effective Date”),

BETWEEN:

1. **{{Assignor_Name}}**, a company incorporated under the laws of {{Assignor_Country}}, with its principal place of business at {{Assignor_Address}} (hereinafter referred to as the “Assignor”);

AND

2. **{{Assignee_Name}}**, a company incorporated under the laws of {{Assignee_Country}}, with its principal place of business at {{Assignee_Address}} (hereinafter referred to as the “Assignee”).

(The Assignor and the Assignee are hereinafter collectively referred to as “the Parties” and individually as “a Party”).

RECITALS:

A. The Assignor is the sole legal and beneficial owner of the industrial design specified in Schedule A hereto (the “Industrial Design”).

B. The Assignor desires to assign all its rights, title, and interest in and to the Industrial Design to the Assignee, and the Assignee desires to acquire all such rights, title, and interest from the Assignor.

1. ASSIGNMENT OF INDUSTRIAL DESIGN

1.1. For and in consideration of the sum of {{currency}} {{assignment_fee}} ({{assignment_fee_words}}) paid by the Assignee to the Assignor (the receipt and sufficiency of which is hereby acknowledged), the Assignor hereby irrevocably assigns, transfers, and conveys to the Assignee, its successors and assigns, all worldwide right, title, and interest in and to the Industrial Design, including without limitation the right to apply for, register, maintain, and enforce the Industrial Design in any country.

1.2. The Assignor covenants and agrees to execute and deliver all such further documents and do all such further acts as may be necessary or desirable to vest fully in the Assignee the Industrial Design, including without limitation executing any transfer forms, assignments, or declarations required by any intellectual property office.

2. WARRANTIES AND REPRESENTATIONS OF THE ASSIGNOR

2.1. The Assignor hereby represents and warrants to the Assignee that:

a) The Assignor is the sole and exclusive legal and beneficial owner of all rights, title, and interest in and to the Industrial Design.

b) The Assignor has the full right, power, and authority to enter into this Agreement and to make the assignment contemplated herein.

c) The Industrial Design is free and clear of all liens, charges, encumbrances, and adverse claims.

d) The Industrial Design does not infringe upon or misappropriate the intellectual property rights of any third party.

e) To the best of the Assignor’s knowledge, there are no actual or threatened claims, demands, or litigation pending against the Assignor that challenge the ownership or validity of the Industrial Design.

3. INDEMNIFICATION

3.1. The Assignor shall indemnify, defend, and hold harmless the Assignee from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with any breach of the Assignor’s warranties and representations hereunder.

4. GOVERNING LAW AND JURISDICTION

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

4.2. The Parties irrevocably submit to the exclusive jurisdiction of the courts of {{Jurisdiction_City}}, {{Jurisdiction_Country}} for the purpose of hearing and determining any dispute arising out of or in connection with this Agreement.

5. ENTIRE AGREEMENT

5.1. 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.

6. AMENDMENT

6.1. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

7. SCHEDULE A: DESCRIPTION OF INDUSTRIAL DESIGN

**Industrial Design Title:** {{design_title}}

**Industrial Design Registration Number (if applicable):** {{registration_number}}

**Date of Registration/Application (if applicable):** {{registration_date}}

**Description of the Industrial Design:**

{{detailed_design_description}}