An Intellectual Property Assignment Agreement is between two parties whereby one
party agrees to assign and transfer all of their right, title and interest in intellectual
property to another party. This agreement is generally accompanied with an Affidavit or
Ownership for the particular piece of intellectual property in to order limit claims by third
parties. This document in its draft form contains numerous of the standard clauses
commonly used in these types of agreements, as well as optional language to allow for
customization to ensure the specific terms of the parties’ agreement are addressed.
Use this agreement when transferring rights in a particular piece of intellectual property.
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
THIS INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (the
“Agreement”), made as of the ______ day of _____________, 201__, (the “Effective Date”) by
and between _______________________ [NAME OF PERSON GIVING AWAY THE
RIGHTS] (the “Assignor”) and _________________________ [NAME OF PERSON
RECEIVING THE RIGHTS] (the “Assignee”) collectively referred to herein as the “Parties”.
WHEREAS, the Assignor is _______________________________ [SPECIFY ONE OF
THE FOLLOWING: (“an individual residing in the state of ______________” OR “a
company duly incorporated pursuant to the laws of the State of _____________”] and the
Assignee is ________________________________ [SPECIFY ONE OF THE
FOLLOWING: (“an individual residing in the state of ______________.”, OR, “a
company duly incorporated pursuant to the laws of the State of _______________.”]; and
AND WHEREAS, the Parties hereto desire to enter into this Agreement to give effect to
the Assignor assigning all of its/his/her right, title and interest in and to certain intellectual
property, including but not limited to, trademarks and trademark applications, patents and patent
applications, copyrights and copyright applications, domain names, trade names, service marks
and service mark applications, ideas and concepts, (hereinafter, the “Intellectual Property”) of
the Assignor to the Assignee, pursuant to the terms and conditions contained herein.
NOW THEREFORE, in consideration of the premises and covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereto agree as follows:
1. The Assignor and the Assignee hereby acknowledge and agree that, effective on the
Effective Date, the Assignor shall assign all of its/his/her right, title and interest in and to the
Intellectual Property, as more particularly described on Schedule “A,” annexed hereto, to the
Assignee.
2. The Assignor hereby represents and warrants to the Assignee as follows:
(i) the Assignor has good and marketable title to the Intellectual Property, free and
clear of any encumbrances, including, but not limited to, third party infringement
claims, lawsuits or demands;
(ii) the Assignor has the full right and authority to enter into this Agreement with the
Assignee; and
(iii) the Assignor does not require any third-party consents to perform any of its
obligations contemplated under this Agreement.
3. If any provision of this Agreement is found by a court of competent jurisdiction to be
unenforceable, such provision shall not affect the other provisions, but such unenforceable
provision shall be deemed modified to the extent necessary to render it enforceable, preserving to
the fullest extent permissible the intent by the parties set forth therein.
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4. This Agreement shall inure to the benefit of the Parties hereto and shall be binding upon
the Parties hereto and their respective heirs, executors, representatives, successors, and assigns.
Except as otherwise set forth herein, nothing in this Agreement, expressed or implied, is intended
to confer on any person other than the Parties hereto or their respective heirs, executors,
representatives, successors, and assigns any rights, remedies, obligations, or other liabilities
under or by reason of this Agreement.
5. Any dispute between the Parties arising out of any Parties’ obligations contained herein
shall be resolved in accordance with the arbitration procedures of the applicable jurisdiction.
Both parties agree to submit to the jurisdiction of the county of ________________,
________________.
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