Company Letterhead
{{company_name}}
{{company_address}}
Phone: {{phone}}
Email: {{email}}
Website: {{website}}
PATENT ASSIGNMENT AGREEMENT
This Patent Assignment Agreement (the “Agreement”) is made and entered into on this {{day}} day of {{month}}, {{year}} (the “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 the “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 the “Assignee”).
(Each a “Party” and collectively, the “Parties”).
RECITALS
WHEREAS, the Assignor is the sole and exclusive owner of the entire right, title, and interest in and to the patent application(s) and/or patent(s) described in Schedule A attached hereto (hereinafter collectively referred to as the “Patent Rights”);
WHEREAS, the Assignor desires to assign, transfer, and convey to the Assignee all of its right, title, and interest in and to the Patent Rights;
WHEREAS, the Assignee desires to acquire all of the Assignor’s right, title, and interest in and to the Patent Rights.
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 of Assignor’s right, title, and interest in and to the Patent Rights, including without limitation, all rights to file for, prosecute, and maintain patent applications, and to seek, obtain, and enforce any and all patents issuing therefrom, in any and all countries worldwide, and all rights to sue for past, present, and future infringement of the Patent Rights, together with all accrued causes of action and all rights to recoveries for such infringement.
CONSIDERATION
In consideration for the assignment of the Patent Rights, the Assignee shall pay to the Assignor the sum of {{amount}} ({{currency}}) (the “Consideration”), payable on or before {{payment_due_date}}.
COVENANTS AND WARRANTIES OF ASSIGNOR
The Assignor hereby covenants and warrants to the Assignee that:
a) The Assignor is the sole and exclusive owner of all right, title, and interest in and to the Patent Rights and has the full right, power, and authority to enter into this Agreement and to make the assignment contemplated herein.
b) The Patent Rights are free and clear of all liens, charges, encumbrances, and adverse claims of any kind.
c) The Assignor has not assigned, transferred, or otherwise conveyed any interest in the Patent Rights to any third party prior to the Effective Date of this Agreement.
d) To the best of Assignor’s knowledge, the Patent Rights are valid and enforceable.
FURTHER ASSURANCES
The Assignor agrees to execute and deliver any and all further documents and instruments, and to take any other actions as may be reasonably requested by the Assignee, at Assignee’s expense, to perfect, confirm, or record the assignment of the Patent Rights to the Assignee and to enable the Assignee to obtain, maintain, and enforce the Patent Rights.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.
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, understandings, negotiations, and discussions, whether oral or written, of the Parties.
SCHEDULE A – DESCRIPTION OF PATENT RIGHTS
Patent Application Number(s): {{patent_application_numbers}}
Patent Number(s) (if granted): {{patent_numbers}}
Title of Invention: {{invention_title}}
Inventors: {{inventors_names}}
Filing Date(s): {{filing_dates}}
SIGNATURES
IN WITNESS WHEREOF, the Parties have executed this Patent Assignment Agreement as of the Effective Date.
ASSIGNOR:
_____________________________
By: {{assignor_signatory_name}}
Title: {{assignor_signatory_title}}
Date: {{assignor_signature_date}}
ASSIGNEE:
_____________________________
By: {{assignee_signatory_name}}
Title: {{assignee_signatory_title}}
Date: {{assignee_signature_date}}
Related templates
Preliminary Acceptance of Product for Resale
This template is used by a reseller to formally acknowledge the preliminary acceptance of a product from a supplier, prior to final acceptance and payment. It outlines the terms of acceptance, inspection, and any initial discrepancies.
Diligence Confidentiality Protocol
Protocol governing handling, distribution, and destruction of confidential diligence materials.
Diligence Findings Memo
Internal diligence findings memo with material issues and recommended deal adjustments.
Non-Disclosure Agreement (Mutual M&A)
Mutual NDA tailored for M&A discussions with non-solicit and standstill optional.