Free Intellectual Property Assignment Agreement Creator - Create Online

INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

This Intellectual Property Assignment Agreement (the "Agreement") is entered into as of the ____ day of ____________, 20____ (the "Effective Date") by and between ___________________________ ("Assignor") and HomeGuard Technologies Inc., a ___________________ Corporation ("Assignee").

1. BACKGROUND

1.1. SmartHomeGuard System

Assignor is the owner of certain intellectual property rights, including a patent, related to the SmartHomeGuard system, an advanced home security automation system (the "System").

1.2. Purpose of Agreement

The purpose of this Agreement is to effectuate the transfer of Assignor's entire right, title, and interest in and to the System to the Assignee subject to the terms and conditions set forth in this Agreement.

2. ASSIGNMENT

2.1. Transfer

Assignor hereby irrevocably transfers, assigns, conveys, and sets over to Assignee, its successors and assigns, all of Assignor's right, title, and interest in and to the System, including but not limited to, all intellectual property rights, patents, patent applications, inventions, copyrights, trade secrets, trademarks and other property rights, whether registered or unregistered, embodied within, or related to, the System (collectively, the "Assigned Assets").

2.2. Further Assurances

Assignor shall execute, acknowledge and deliver all such further papers, instruments, and documents reasonably necessary to vest legal title in Assignee to the Assigned Assets and to cause the assignment of the Assigned Assets to be filed, registered and otherwise recorded in the United States and all other countries as may be necessary or advisable to protect the Assigned Assets and put Assignee on record as the lawful owner and assignee of the Assigned Assets.

3. CONSIDERATION

3.1. Payment of Consideration

In consideration of the assignment of the Assigned Assets, Assignee shall pay Assignor a total of US $___________ ("Assignment Consideration"). Payment will be made in accordance with the schedule set forth in Exhibit A.

3.2. Receipt of Consideration

Assignor acknowledges and agrees that the receipt of the Assignment Consideration constitutes full and adequate consideration for the assignment of the Assigned Assets and no further sums will be claimed by Assignor from Assignee or its successors and assigns.

4. WARRANTIES

4.1. Assignor's Warranties

Assignor represents and warrants to Assignee as follows:

(a) Assignor is the lawful owner of the entire right, title, and interest in and to the Assigned Assets;

(b) Assignor has the full right, power, and authority to execute, deliver and perform this Agreement, and to assign, transfer and convey the Assigned Assets to Assignee;

(c) The execution, delivery, and performance of this Agreement by Assignor does not conflict with any material contract, agreement or understanding to which Assignor is a party or to which Assignor is subject;

(d) The Assigned Assets are free and clear of all liens, encumbrances, and restrictions of any kind;

(e) No rights in the Assigned Assets have been granted, pledged, licensed, or otherwise encumbered by Assignor to any third party;

(f) The Assigned Assets are valid, subsisting and enforceable, and are not subject to any pending or threatened challenges or assertions of invalidity or unenforceability.

5. INDEMNIFICATION

5.1. Indemnification by Assignor

Assignor shall indemnify and hold Assignee, its officers, directors, employees and agents harmless from and against any and all claims, suits, losses, damages, costs, fees, and expenses arising out of any breach of any warranty, representation, covenant or agreement made by Assignor in this Agreement, including, without limitation, reasonable attorney's fees and expenses.

6. GOVERNING LAW AND JURISDICTION

6.1. Governing Law

This Agreement shall be construed under, governed by, and enforced in accordance with, the substantive and procedural laws of the United States and the laws of the State of ___________________, without regard to its choice of law provisions.

6.2. Jurisdiction

Any legal action or proceeding arising from or relating to this Agreement shall be brought exclusively in the state or federal courts located in ____________________, and the parties hereby consent to the personal jurisdiction and venue thereof.

7. MISCELLANEOUS

7.1. Assignment

This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective heirs, legal representatives, successors, and assigns, except that Assignor may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Assignee.

7.2. Entire Agreement

This Agreement constitutes the entire understanding and agreement between the parties and supersedes any and all prior and contemporaneous discussions, negotiations, correspondence and agreements, whether written or oral, relating to the subject matter of this Agreement.

7.3. Amendment and Waiver

This Agreement may be supplemented, amended, or modified only by a writing signed by both parties. No waiver of any default under this Agreement shall constitute a waiver of any subsequent or further default, whether or not similar in nature.

7.4. Headings

The headings used in this Agreement are for convenience only and shall not affect the interpretation or construction of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

ASSIGNOR: ASSIGNEE:
___________________________ HomeGuard Technologies Inc.

By: _________________________ By: ____________________________
Name: _______________________ Name: _________________________
Title: ________________________ Title: __________________________
Date: ________________________ Date: _________________________