Intellectual Property Assignment

Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

This Intellectual Property Assignment Agreement (hereinafter referred to as the “Agreement”) is made and entered into on this {{day}} day of {{month}}, {{year}}, by and between:

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

AND

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

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

RECITALS

WHEREAS, the Assignor is the sole and exclusive owner of certain intellectual property rights as more fully described in Schedule A attached hereto (hereinafter referred to as the “Intellectual Property”);

WHEREAS, the Assignor desires to assign all its right, title, and interest in and to the Intellectual Property to the Assignee;

WHEREAS, the Assignee desires to acquire all such right, title, and interest from the Assignor;

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 INTELLECTUAL PROPERTY

The Assignor hereby assigns, transfers, and conveys to the Assignee, absolutely and with full title guarantee, all its right, title, and interest in and to the Intellectual Property, including all goodwill associated therewith, effective as of the date of this Agreement. This assignment includes, without limitation, all patents, patent applications, trademarks, trademark registrations and applications, copyrights, copyright registrations and applications, trade secrets, know-how, designs, and all other intellectual property rights worldwide relating to the Intellectual Property, whether now known or hereafter existing.

CONSIDERATION

In consideration for the assignment of the Intellectual Property, the Assignee shall pay to the Assignor the sum of {{amount}} ({{currency}}) on or before {{payment_due_date}}. Payments shall be made by {{payment_method}} to the Assignor’s nominated bank account, details of which shall be provided by the Assignor.

REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

The Assignor hereby represents and warrants to the Assignee that:

a. The Assignor is the sole legal and beneficial owner of the Intellectual Property and has the full right, power, and authority to assign the Intellectual Property to the Assignee.

b. The Intellectual Property is free and clear of all liens, charges, encumbrances, and adverse claims.

c. The Assignor has not granted any licenses or rights in the Intellectual Property to any third party that would conflict with this Assignment.

d. To the best of the Assignor’s knowledge, the Intellectual Property does not infringe upon the intellectual property rights of any third party.

e. The Assignor has taken all necessary steps to maintain and protect the Intellectual Property.

COVENANTS OF ASSIGNOR

The Assignor agrees to execute and deliver any and all further documents and instruments and to perform any and all acts that may be reasonably necessary to perfect, confirm, or enforce the assignment of the Intellectual Property to the Assignee.

INDEMNIFICATION

The Assignor agrees to indemnify and hold harmless the Assignee from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any breach of the Assignor’s representations, warranties, or covenants contained in this Agreement.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_country}}. Any dispute 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 {{arbitration_city}}, in accordance with the arbitration 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 discussions, negotiations, and agreements, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Intellectual Property Assignment Agreement as of the date first written above.

**ASSIGNOR:**

_____________________________

Name: {{assignor_name}}

Title: {{assignor_title}}

**ASSIGNEE:**

_____________________________

Name: {{assignee_name}}

Title: {{assignee_title}}