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Intellectual Property Assignment Agreement template
Intellectual Property Assignment Agreement sample


What is Intellectual Property Assignment Agreement?

Intellectual Property Assignment Agreement Transfers intellectual property rights from one party to another.



Sample template:



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: _________________________

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Common Sections of an Intellectual Property Assignment Agreement


In this Intellectual Property Assignment Agreement, you will see the following sections:

  1. Background
  2. Assignment
  3. Consideration
  4. Warranties
  5. Indemnification
  6. Governing Law and Jurisdiction
  7. Miscellaneous


Analysis/Summary of each section

  1. Background : This section provides context for the agreement, explaining that the Assignor owns intellectual property rights related to the SmartHomeGuard system and that the purpose of the agreement is to transfer those rights to the Assignee.

  2. Assignment : This section details the actual transfer of intellectual property rights from the Assignor to the Assignee. It includes the Assignor's agreement to take any necessary steps to ensure the legal transfer of the rights and to register the assignment in the United States and other countries as needed.

  3. Consideration : This section outlines the payment the Assignee will make to the Assignor in exchange for the intellectual property rights. It specifies the total amount to be paid and the payment schedule, as well as the Assignor's acknowledgment that this payment is sufficient and no further sums will be claimed.

  4. Warranties : This section lists the promises the Assignor makes to the Assignee regarding the intellectual property rights being transferred. These include assurances that the Assignor is the lawful owner of the rights, has the authority to transfer them, and that the rights are free of any liens or encumbrances.

  5. Indemnification : This section states that the Assignor will indemnify (protect) the Assignee from any claims, losses, or damages that may arise from any breach of the warranties, representations, or agreements made by the Assignor in the agreement.

  6. Governing Law and Jurisdiction : This section specifies that the agreement will be governed by the laws of a particular state and country, and that any legal disputes will be resolved in the courts of a specified location. Both parties consent to the jurisdiction of these courts.

  7. Miscellaneous : This section covers various additional terms, such as the fact that the agreement is binding on both parties and their successors, that it constitutes the entire understanding between the parties, and that any amendments must be in writing and signed by both parties. It also clarifies that the headings used in the agreement are for convenience only and do not affect its interpretation.

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