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Intellectual Property Assignment Agreement
This Intellectual Property Assignment Agreement (the "Agreement") is made and entered into as of [Date] by and between [Company Name], a [State] [Type of Entity] (the "Assignor"), and [Employee Name], residing at [Employee Address] (the "Assignor").
1. Introduction
1.1. The Assignor is a software company that develops and markets software products.
1.2. The Assignee is an employee of the Assignor and has been involved in the development of certain software products.
1.3. The Assignor desires to obtain ownership of all right, title, and interest in and to the software products developed by the Assignee.
1.4. The Assignee desires to assign all right, title, and interest in and to the software products developed by the Assignee to the Assignor.
2. Definitions
2.1. "Software Products" means all software products, including but not limited to, source code, object code, documentation, and other materials related to the software products, developed by the Assignee during the term of the Assignee's employment with the Assignor.
2.2. "Intellectual Property Rights" means all intellectual property rights, including but not limited to, copyrights, patents, trademarks, trade secrets, and other proprietary rights, in and to the Software Products.
3. Assignment of Intellectual Property Rights
3.1. The Assignee hereby irrevocably assigns to the Assignor, and the Assignor hereby accepts, all right, title, and interest in and to the Intellectual Property Rights in and to the Software Products.
3.2. The Assignee agrees to execute and deliver to the Assignor all documents and instruments reasonably necessary to effectuate the assignment of the Intellectual Property Rights to the Assignor.
3.3. The Assignee acknowledges and agrees that the Software Products are the sole and exclusive property of the Assignor and that the Assignee has no right, title, or interest in or to the Software Products, except as expressly provided in this Agreement.
4. Representations and Warranties
4.1. The Assignee represents and warrants to the Assignor that:
The Assignee is the sole and exclusive owner of all right, title, and interest in and to the Intellectual Property Rights in and to the Software Products.
The Assignee has the full right, power, and authority to assign the Intellectual Property Rights to the Assignor.
The assignment of the Intellectual Property Rights to the Assignor will not violate any agreement to which the Assignee is a party.
The Software Products do not infringe upon the intellectual property rights of any third party.
5. Indemnification
5.1. The Assignee agrees to indemnify, defend, and hold harmless the Assignor, its officers, directors, employees, agents, and representatives, from and against any and all claims, demands, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
Any breach of this Agreement by the Assignee.
Any infringement of the intellectual property rights of any third party by the Software Products.
Any claim that the Assignee is not the sole and exclusive owner of the Intellectual Property Rights in and to the Software Products.
6. Confidentiality
6.1. The Assignee agrees to hold confidential all information relating to the Assignor's business, including but not limited to, the Software Products, trade secrets, and customer lists.
6.2. The Assignee agrees not to disclose any confidential information to any third party without the prior written consent of the Assignor.
6.3. The Assignee agrees to return to the Assignor all confidential information in the Assignee's possession upon the termination of the Assignee's employment with the Assignor.
7. Governing Law
7.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.
8. Entire Agreement
8.1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
9. Severability
9.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
10. Waiver
10.1. No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach.
11. Notices
11.1. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, postage prepaid, or sent by overnight courier service, addressed as follows:
If to the Assignor:
[Company Name] [Company Address]
If to the Assignee:
[Employee Name] [Employee Address]
12. Binding Effect
12.1. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
13. Counterparts
13.1. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Assignor:
[Company Name]
By: [Name of Authorized Representative]
Title: [Title of Authorized Representative]
Assignee:
[Employee Name]
[Signature]
Table of Contents
Introduction
Definitions
Assignment of Intellectual Property Rights
Representations and Warranties
Indemnification
Confidentiality
Governing Law
Entire Agreement
Severability
Waiver
Notices
Binding Effect
Counterparts
TLDR
This Intellectual Property Assignment Agreement assigns all right, title, and interest in and to the Intellectual Property Rights in and to the Software Products developed by the Assignee to the Assignor. The Assignee agrees to hold confidential all information relating to the Assignor's business, including but not limited to, the Software Products, trade secrets, and customer lists.
Conclusion
This Intellectual Property Assignment Agreement is a legally binding document that outlines the terms and conditions of the assignment of intellectual property rights from the Assignee to the Assignor. It is important to consult with a legal professional to ensure that the Agreement is drafted in a way that protects the interests of both parties.
Sample Intellectual Property Assignment Agreement
This Intellectual Property Assignment Agreement (the "Agreement") is made and entered into as of [Date] by and between [Company Name], a [State] [Type of Entity] (the "Assignor"), and [Employee Name], residing at [Employee Address] (the "Assignee").
1. Introduction
1.1. The Assignor is a software company that develops and markets software products.
1.2. The Assignee is an employee of the Assignor and has been involved in the development of certain software products.
1.3. The Assignor desires to obtain ownership of all right, title, and interest in and to the software products developed by the Assignee.
1.4. The Assignee desires to assign all right, title, and interest in and to the software products developed by the Assignee to the Assignor.
2. Definitions
2.1. "Software Products" means all software products, including but not limited to, source code, object code, documentation, and other materials related to the software products, developed by the Assignee during the term of the Assignee's employment with the Assignor.
2.2. "Intellectual Property Rights" means all intellectual property rights, including but not limited to, copyrights, patents, trademarks, trade secrets, and other proprietary rights, in and to the Software Products.
3. Assignment of Intellectual Property Rights
3.1. The Assignee hereby irrevocably assigns to the Assignor, and the Assignor hereby accepts, all right, title, and interest in and to the Intellectual Property Rights in and to the Software Products.
3.2. The Assignee agrees to execute and deliver to the Assignor all documents and instruments reasonably necessary to effectuate the assignment of the Intellectual Property Rights to the Assignor.
3.3. The Assignee acknowledges and agrees that the Software Products are the sole and exclusive property of the Assignor and that the Assignee has no right, title, or interest in or to the Software Products, except as expressly provided in this Agreement.
4. Representations and Warranties
4.1. The Assignee represents and warrants to the Assignor that:
The Assignee is the sole and exclusive owner of all right, title, and interest in and to the Intellectual Property Rights in and to the Software Products.
The Assignee has the full right, power, and authority to assign the Intellectual Property Rights to the Assignor.
The assignment of the Intellectual Property Rights to the Assignor will not violate any agreement to which the Assignee is a party.
The Software Products do not infringe upon the intellectual property rights of any third party.
5. Indemnification
5.1. The Assignee agrees to indemnify, defend, and hold harmless the Assignor, its officers, directors, employees, agents, and representatives, from and against any and all claims, demands, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
Any breach of this Agreement by the Assignee.
Any infringement of the intellectual property rights of any third party by the Software Products.
Any claim that the Assignee is not the sole and exclusive owner of the Intellectual Property Rights in and to the Software Products.
6. Confidentiality
6.1. The Assignee agrees to hold confidential all information relating to the Assignor's business, including but not limited to, the Software Products, trade secrets, and customer lists.
6.2. The Assignee agrees not to disclose any confidential information to any third party without the prior written consent of the Assignor.
6.3. The Assignee agrees to return to the Assignor all confidential information in the Assignee's possession upon the termination of the Assignee's employment with the Assignor.
7. Governing Law
7.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.
8. Entire Agreement
8.1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
9. Severability
9.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
10. Waiver
10.1. No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach.
11. Notices
11.1. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, postage prepaid, or sent by overnight courier service, addressed as follows:
If to the Assignor:
[Company Name] [Company Address]
If to the Assignee:
[Employee Name] [Employee Address]
12. Binding Effect
12.1. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
13. Counterparts
13.1. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Assignor:
[Company Name]
By: [Name of Authorized Representative]
Title: [Title of Authorized Representative]
Assignee:
[Employee Name]
[Signature]
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