Technology Assignment Agreement

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TECHNOLOGY ASSIGNMENT AGREEMENT

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

BETWEEN:

{{assignor_name}}, an individual residing at / a company incorporated in {{assignor_jurisdiction}} with registration number {{assignor_registration_number}} and having its principal place of business at {{assignor_address}} (hereinafter referred to as the “Assignor”);

AND

{{assignee_name}}, an individual residing at / a company incorporated in {{assignee_jurisdiction}} with registration number {{assignee_registration_number}} and having its principal place of business at {{assignee_address}} (hereinafter referred to as the “Assignee”).

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

RECITALS

WHEREAS, the Assignor is the sole and exclusive owner of certain technology, intellectual property, and proprietary information as more fully described in Schedule A attached hereto (the “Technology”);

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

WHEREAS, the Assignee desires to acquire all such rights, title, and interest in and to the Technology 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 TECHNOLOGY

2.1. The Assignor hereby irrevocably assigns, transfers, and conveys to the Assignee, its successors and assigns, all of its worldwide rights, title, and interest in and to the Technology, including without limitation, all patents, patent applications, copyrights, trademarks, trade secrets, industrial designs, know-how, moral rights, and all other intellectual property rights, whether registered or unregistered, and all applications for registration, extensions, and renewals thereof, together with any and all goodwill associated therewith.

2.2. The Assignor further assigns to the Assignee all rights to enforce, sue for, and recover damages for past, present, and future infringements or misappropriations of any of the Intellectual Property Rights hereby assigned.

CONSIDERATION

3.1. In consideration for the assignment of the Technology, the Assignee shall pay the Assignor the sum of {{currency}} {{amount}} ({{amount_in_words}}) (the “Consideration”).

3.2. The Consideration shall be paid by the Assignee to the Assignor on or before {{payment_due_date}}.

3.3. Any taxes, duties, or other governmental charges arising from this Agreement shall be borne by the {{tax_bearer_party}}.

REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

4.1. The Assignor represents and warrants to the Assignee that:

(a) The Assignor is the sole and exclusive owner of all rights, title, and interest in and to the Technology, free and clear of all liens, charges, claims, and encumbrances of any kind whatsoever.

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

(c) The Technology does not infringe upon, misappropriate, or otherwise violate any intellectual property rights of any third party.

(d) There are no pending or threatened claims, demands, suits, or proceedings against the Assignor that challenge the Assignor’s ownership of, or rights in, the Technology.

(e) The Assignor has not granted any licenses or other rights in the Technology to any third party that would conflict with the assignment contemplated herein.

INDEMNIFICATION

5.1. The Assignor shall indemnify, defend, and hold harmless the Assignee from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any breach of the Assignor’s representations and warranties set forth in Clause 4 of this Agreement.

5.2. The Assignee shall promptly notify the Assignor of any claim or demand for which indemnification is sought under this Agreement.

GOVERNING LAW AND JURISDICTION

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

6.2. 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 the courts of {{jurisdiction_for_disputes}}.

ENTIRE AGREEMENT

7.1. 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.

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

SIGNATURES

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

FOR AND ON BEHALF OF THE ASSIGNOR

___________________________

Name: {{assignor_signatory_name}}

Title: {{assignor_signatory_title}}

Date: {{assignor_signature_date}}

FOR AND ON BEHALF OF THE ASSIGNEE

___________________________

Name: {{assignee_signatory_name}}

Title: {{assignee_signatory_title}}

Date: {{assignee_signature_date}}

SCHEDULE A: DESCRIPTION OF TECHNOLOGY

{{description_of_technology}}