Free Assignment of IPR Agreement Template
Assignment Of Intellectual Property Rights

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What is an Assignment of Intellectual Property Rights Agreement, and why is it important for transferring intellectual property ownership?

An Assignment of Intellectual Property Rights Agreement is a pre-designed legal document used to formalize the transfer of ownership of intellectual property (IP) rights from one party (the assignor) to another party (the assignee). It is crucial for IP transfers as it provides a legally binding framework for documenting and executing the assignment, allowing the assignor to transfer all or part of their IP rights, which can include patents, copyrights, trademark license, or other forms of intellectual property. This template outlines key provisions, such as the description of the IP being assigned, the consideration (if any), representations and warranties, and the signatures of the parties involved. It ensures clarity, legal protection, and a standardized understanding, facilitating a transparent and legally valid IP ownership transfer.

What are the critical components that should be included in an Assignment of Intellectual Property Rights Agreement to ensure the validity of the IP transfer and protect both parties involved?

An effective Assignment of Intellectual Property Rights Agreement should include essential components such as:
- A detailed description of the intellectual property rights being assigned.
- The consideration (value or payment) for the assignment, if applicable.
- Representations and warranty agreement made by the assignor regarding their ownership and rights to the intellectual property.
- Covenants or promises by the assignor and assignee regarding their respective obligations.
- Signatures of both parties and, if required, witnesses or notaries.
- A clear acknowledgment and acceptance of the IP assignment.
- Governing law and jurisdiction, specifying the laws that will apply and the court venue for any disputes.
- Any additional specific terms or conditions relevant to the IP ownership transfer, such as licensing or usage rights.

Can Assignment of Intellectual Property Rights Agreement templates be customized to suit the specific needs and circumstances of different IP assignment transactions?

Yes, Assignment of Intellectual Property Rights Agreement templates are typically designed to be customizable, allowing parties to adapt the document to their specific IP assignment requirements and unique situations. Parties can modify the template to include or exclude specific terms, negotiate considerations, and add provisions that align with their particular IP transfer transaction. Customization ensures that the agreement accurately reflects the intentions of both the assignor and assignee and provides the necessary legal safeguards for their specific intellectual property ownership transfer, promoting flexibility and clarity in the document.You may also look into free agreement templates designed specifically for business and professional use by the Legitt team.

An intellectual property assignment agreement is a legal contract that transfers the rights to intellectual property (such as patents, copyrights, trademarks, or trade secrets) from one party (the assignor) to another party (the assignee). It formalizes the transfer of these valuable assets.

An example of an intellectual property assignment agreement might involve a software developer (assignor) transferring all rights and ownership of a computer program to a software company (assignee) in exchange for compensation. The agreement would outline the details of the transfer.

To assign intellectual property rights, both parties (assignor and assignee) must enter into a written agreement specifying the intellectual property being transferred, the terms of the transfer, and consideration (if any). The agreement should be signed by both parties and, in some cases, may need to be recorded with the relevant intellectual property office.

An IP assignment agreement for founders is a contract where the founders of a startup or business formally transfer their intellectual property rights related to the company to the business entity. This ensures that the business, rather than individual founders, owns and controls the intellectual property.

The four main types of intellectual property are:
- Patents: Protect inventions and processes.
- Copyrights: Protect original artistic and literary works.
- Trademarks: Protect symbols, names, and brands used in commerce.
- Trade Secrets: Protect confidential business information and processes.
ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS

 

This Assignment of Intellectual Property Rights (the “Agreement”) is effective [DATE],

 

BETWEEN: [YOUR COMPANY NAME] (The "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

 

[YOUR COMPLETE ADDRESS]

 

 

AND: [Supplier NAME] (The "Supplier"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

 

[COMPLETE ADDRESS]

 

 

 

WHEREAS [SPECIFY] (the “[SPECIFY] Agreement”), and

 

WHEREAS

 

 

Definitions

Where a term does not appear in the Agreement, the definition below shall have no application. In the event of conflict between the definition of a term in the Agreement and the definition stated below, the definition below shall govern.

 

“Affiliate” means, with respect to any Party, any other Person which is affiliated with such Party, and for the purposes hereof:

[NUMBER] Persons will be considered to be affiliated with one another if [NUMBER] of them controls the other, or if both of them are controlled by a common third party;

 

[NUMBER] Person will be considered to control another Person if it has the power to direct or cause the direction of the management and policies of the other Person, whether directly or indirectly, through [NUMBER] or more intermediaries or otherwise, and whether by virtue of the ownership of shares or other equity interests, the holding of voting rights or contractual rights, or otherwise; and

 

in the case of Company, “Affiliate” shall include [SPECIFY COMPANY NAME].

 

“Agreement” means this Agreement and all Specific Terms, Schedules or Documents attached thereto, which have been agreed to by the Parties from time to time.

 

“Company” means the [YOUR COMPANY] and each of its Affiliates and Subsidiaries.

 

“Business Day” means any day other than a Saturday, Sunday or [COUNTRY] statutory holiday.

 

“Encumbrance” includes a mortgage, charge, pledge, hypothec, lien or security interest of any kind.

 

“Fees” means Fees paid to Supplier under the [SPECIFY] Agreement.

 

“Infringement Claim” means all notices, demands, claims, actions, proceedings, suits, judgments, orders and awards of any kind which allege or adjudicate that: a) any conception, design, manufacture, assembly, testing, repair, use, sale, licensing, offer for sale or for license, importation, exportation or any distribution or offer for distribution of any Design(s); or b) any conception, design, use, practice, delivery, licensing, offer for delivery or for license, or any distribution or offer for distribution of any Service(s); or c) any inducing, procuring, contributing, authorizing, aiding or abetting in relation to any of the acts set out in a) or b) above; whether in [COUNTRY] or abroad, directly or indirectly infringes, violates or misappropriates any Intellectual Property Right.

 

“Intellectual Property Right” means any right in or to a [COUNTRY] or foreign patent, patent application, utility model, inventor’s certificate, copyright, moral right, trade-mark, trade name, service mark, trade secret, know-how, confidential information, mask work or integrated circuit topography, industrial design or other intellectual property right of any kind, whether or not registered or registerable.

 

“Modification” includes any translation, abridgment, condensation, revision, correction, improvement, enhancement, customization, expansion, addition, Update, Upgrade or other modification to a Design.

 

“Party” or “Parties” means SUPLIER or the Company, or SUPLIER and the Company collectively as the context requires.

 

“Person” or “person” includes an individual, corporation, partnership, joint venture, trust, unincorporated organization, government or any agency or instrumentality thereof or any other entity recognized by law.

 

“Subsidiary” shall have the meaning ascribed to it under the [SPECIFY ACT], as amended.

 

“Use” means any act which, would constitute exercise of an Intellectual Property Right including, without limitation, to exploit commercially, modify, copy, translate, create derivative works, sublicense and distribute.

 

 

Assignement

Assignment

In consideration of the Payment, by

Company

, of the Fees, the sufficiency and receipt of which is hereby acknowledges by

Supplier

,

Supplier

hereby expressly and irrevocably assigns and transfers to

Company

all rights, including,

without limitation, all Intellectual Property Rights, in and to th

e design attached as Exhibit [SPECIFY]

hereto (the “Design

”) performed by

Supplier

pursuant to this Agreement.

 

Waiver of Moral Rights

 

Supplier

hereby expressly and irrevocably waives, and represents that it has obtained from any employee or any other person who has provided services to or on behalf of

Supplier

in respect of the Design and will obtain from any other person who will provide services to or on behalf of

Supplier

in relation to the Design provided to

Company

by

Supplier

under this Agreement, an express and irrevocable waiver in favor of

Company

of, any and all moral rights arising under the

Copyright Act

(

[

TERRITORY/

COUNTRY]

)

as amended (or any successor legislation of similar force and effect) or under similar legislation in other jurisdictions or at common law that

Supplier

and such persons, as authors, have with respect to the Design(s), including, without limitation, the right to attribution of authorship, the right to restrain any distortion, mutilation or other modification of the work and the right to prohibit any use of the work in association with a Design, service, cause or institution that might be prejudicial to such individuals’ honor or reputation.

 

Intellectual Property Rights.

For greater certainty, but without otherwise

limiting these Specific Terms:

 

Company shall have the right to protect, or seek any protection of, Intellectual Property Rights in and to the Design;

 

Supplier hereby agrees that it shall not:

 

use or claim any Intellectual Property Rights in the Design; or

 

produce any other design which is substantially similar to the Design developed for

Company

pursuant to this Agreement; and

 

Company, and any person authorized by Company, shall be exclusively entitled to Use the Design, or any part or parts thereof, without any restriction,

 

 

Term

The term of this Agreement, including the assignment and waiver made hereunder, shall be deemed to have been made and to have come into force and effect as of the Effective Date set forth at the beginning of this Agreement.

 

 

Representations and Warranties

Supplier represents and warrants to Company, and acknowledges Company’s reliance upon such representations and warranties, that:

 

Supplier has all rights, power and authority required in order to enter into and perform its obligations under this Agreement and to grant the Intellectual Property Rights in the Design free and clear of all encumbrances, in accordance with this Agreement;

 

There is no requirement for Supplier representative to obtain any other authorization, consent or approval from Supplier as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement.

 

This Agreement has been duly authorized, executed and delivered by Supplier representative;

 

The Design is of original development and do not infringe upon or violate any laws or regulations or any rights of third parties, including, but not limited to, infringement or misappropriation of Intellectual Property Rights, defamation or invasion of privacy or publicity rights.

 

 

Infringement Indemnity

5.1

Indemnification by

Supplier

 

Subject to Section 4.3,

Supplier

shall:

 

forthwith indemnify and hold Company and each of its Subsidiaries and Affiliates and their respective directors, officers, employees, licensees, agents and other representatives harmless from and against all costs, losses and expenses of any kind including, without limitation, fines, penalties, disbursements, awards of damages, profits, delivery up or destruction, interest, litigation costs, settlement payments, attorney's or patent agent’s fees and expert’s fees, and costs associated with any rework, redesign, Design return, order cancellation, license or other contract termination, field recall or inventory purge resulting from or relating to any Infringement Claim brought against Supplier or against [COMPANY NAME], or any of their respective Subsidiaries, Affiliates, officers, directors, employees, licensees, agents and other representatives as and when said costs, losses and expenses are suffered or incurred by Company; and

 

at Supplier's sole and entire expense, fully investigate, defend and settle all Infringement Claims brought against Supplier or against Company, or any of their respective Subsidiaries, Affiliates, officers, directors, employees, licensees, agents and other representatives;

 

provided, in each case, that Company promptly notifies Supplier of any such Infringement Claim of which Company becomes aware. Company shall, upon Supplier's written request, use its reasonable commercial efforts to provide Supplier with such information and assistance as Supplier may reasonably require for the purpose of investigating, defending or settling every such Infringement Claim. Supplier shall reimburse Company for all costs associated with such assistance.

 

Responsibility for Defense and Settlement of Claims

Supplier

shall have sole control of the defense and settlement In

fringement Claims. However, [COMPANY NAME]

may nevertheless retain counsel and participate at its own expense in the defense or settlement of any Infringement Claim at its sole option, without in any way reducing or displacing the obligations of

Supplier

hereunder.

Supplier

shall not accept any settlement of any Infringement Claim without

Company

’s prior written.

 

 

General Terms and Conditions

Scope

 

This Agreement sets forth the general terms and conditions which shall govern the relationship between

Company

and

Supplier

.

 

Further Assurances

Each Party agrees that it shall do or cause to be done all such acts and execute or cause to be executed all such further documents as are within its power to cause the doing or execution of as may be necessary or desirable to give effect to this Agreement.

 

Time of Essence

Time shall be of the essence hereof.

Assignment

Supplier

agree that this Agreement and any of

Supplier

’s obligation or interest herein may not be assigned or transferred without the express written consent of

Company

, which consent shall not be unreasonably withheld.

 

Independent Contractors

 

This is an agreement between separate legal entities and neither is the agent or employee of the other for any purpose whatsoever. The Parties do not intend to create a partnership or joint venture between themselves. Neither Party shall have the right to bind the other to any agreement with a Person or to incur any obligation or liability on behalf of the other Party.

 

General Interpretation

 

Headings and titles in this Agreement are for convenience of reference only and shall not affect the construction or interpretation hereof. Words in the singular include the plural and vice-versa and words in one gender include all genders. The terms “including” and “includes” shall be deemed to be followed by the statement “without limitation” and neither of such terms shall be construed to limit any word or statement it follows to the specific or similar terms or matters immediately following it.

 

Invalidity

 

If any provision contained in this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, it shall be deemed severed from this Agreement and the remaining provisions contained herein shall not be in any way affected or impaired thereby.

 

Governing Law

 

This Agreement shall be governed by and construed in accordance with the laws of the

[State/

Province

]

of

[STATE/PROVINCE

/COUNTRY

]

and the federal laws of

[COUNTRY]

applicable therein, excluding those

provisions relating to conflicts of laws and excluding the

UN

convention

on Contracts for the International Sale of Goods if applicable. The Parties hereby irrevocably attorn to the jurisdiction of the Courts of the Province of

[STATE/PROVINCE

/COUNTRY

]

or the Federal Court of

[COUNTRY]

sitting

in

such province.

 

Waiver

A term or condition of this Agreement can be waived or modified only by written consent of both Parties. No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

 

Entire Agreement

 

The Parties agree that this Agreement, including any attached Specific Terms and Schedules, constitutes the complete and exclusive statement of the terms and conditions between them covering the performance of the Agreement. Any representation, warranty or condition, written or otherwise, not expressly contained in this Agreement or in an authorized written amendment thereto shall not be enforceable by either Party. Each of the Parties acknowledges that it has not been induced to enter into this Agreement by any representations not specifically stated herein. This Agreement

supercedes

all expressly inconsistent representations, whether oral or written, of the Parties pertaining to the subject matter of the Agreement. Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms.

 

Force Majeure

Neither Party shall be liable for delay or failure in performance resulting from acts beyond the control of such Party, including, but not limited to acts of God, acts of war, riot, fire, flood, or other disaster, acts of government, strike lockout or communication line or power failures. Performance times shall be extended for a period of time equivalent to the period of delay provided that in the event that

Supplier

is delayed by reason of such cause, no extension shall be made unless written notice of such delay and any resulting effects is provided by

Supplier

to

Company

.

 

Use of Name

 

Supplier

shall not use

Company

’s name or refer to

Company

in any advertising or marketing literature without prior written approval of

Company

.

 

 

This Agreement takes effect (“the Effective Date”) when signed by Supplier and Company.

 

 

 

COMPANY Supplier

 

 

 

Authorized Signature Authorized Signature

 

 

 

Print Name and Title Print Name and Title