## Intellectual Property Assignment Agreement

### Table of Contents

1. Introduction
2. Definitions
3. Assignment of Intellectual Property Rights
4. Representations and Warranties
5. Indemnification
6. Confidentiality
7. Governing Law and Dispute Resolution
8. Entire Agreement
9. Severability
10. Notices
11. Waiver
12. Binding Effect
13. Counterparts

### Introduction

This Intellectual Property Assignment Agreement (the "Agreement") is made and entered into as of [DATE] by and between [SOFTWARE COMPANY NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [ADDRESS] (the "Assignor"), and [EMPLOYEE NAME], residing at [ADDRESS] (the "Assignor").

### Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

* **"Intellectual Property Rights"** means all intellectual property rights, including but not limited to, copyrights, trademarks, patents, trade secrets, know-how, and other proprietary rights, whether registered or unregistered, in and to the Software and all related documentation, materials, and improvements.
* **"Software"** means the software program developed by the Assignor, including all source code, object code, documentation, and related materials.

### Assignment of Intellectual Property Rights

The Assignor hereby assigns to the Assignee, and the Assignee hereby accepts, all of the Assignor's right, title, and interest in and to the Intellectual Property Rights in the Software. The Assignor agrees to execute and deliver all documents and instruments reasonably necessary to effectuate this assignment.

### Representations and Warranties

The Assignor represents and warrants to the Assignee that:

* The Assignor is the sole and exclusive owner of all right, title, and interest in and to the Intellectual Property Rights in the Software.
* The Assignor has the full right, power, and authority to enter into this Agreement and to assign the Intellectual Property Rights to the Assignee.
* The Software does not infringe upon the intellectual property rights of any third party.
* The Assignor has not previously assigned or licensed any of the Intellectual Property Rights to any third party.

### Indemnification

The Assignor agrees to indemnify, defend, and hold harmless the Assignee from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of the Assignor's representations and warranties contained in this Agreement.

### Confidentiality

The Assignor agrees to hold confidential all information relating to the Software and the Assignee's business, including but not limited to, trade secrets, know-how, and other proprietary information. The Assignor shall not disclose such information to any third party without the prior written consent of the Assignee.

### Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya. Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the Arbitration Act, 1995.

### Entire Agreement

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.

### Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.

### Notices

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, or sent by overnight courier service, addressed as follows:

If to the Assignor:

[SOFTWARE COMPANY NAME]
[ADDRESS]

If to the Assignee:

[EMPLOYEE NAME]
[ADDRESS]

### Waiver

No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach.

### Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

### Counterparts

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:**

[SOFTWARE COMPANY NAME]

By: [NAME]

Title: [TITLE]

**Assignee:**

[EMPLOYEE NAME]

**Sources:**

* **The Arbitration Act, 1995**
* **The Intellectual Property Act, 2001**
* **The Companies Act, 2015**

**Note:** This is a sample agreement and may not be suitable for all situations. It is recommended that you consult with an attorney to ensure that the agreement is appropriate for your specific needs.


## 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

1.  Introduction
2.  Definitions
3.  Assignment of Intellectual Property Rights
4.  Representations and Warranties
5.  Indemnification
6.  Confidentiality
7.  Governing Law
8.  Entire Agreement
9.  Severability
10. Waiver
11. Notices
12. Binding Effect
13. 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]**

***

### Intellectual Property Assignment Agreement for a Software Company

---

#### Table of Contents

1. Introduction
2. Definitions
3. Assignment of Intellectual Property
4. Representations and Warranties
5. Consideration
6. Confidentiality
7. Governing Law
8. Dispute Resolution
9. Miscellaneous Provisions
10. Signatures

---

### 1. Introduction

This Intellectual Property Assignment Agreement ("Agreement") is made and entered into as of [Date], by and between [Assignor's Full Name], an individual residing at [Assignor's Address] ("Assignor"), and [Assignee's Full Name], a company incorporated under the laws of [Country], with its principal place of business at [Assignee's Address] ("Assignee").

WHEREAS, Assignor has developed certain intellectual property related to [brief description of the software or technology];

WHEREAS, Assignee desires to acquire all rights, title, and interest in and to such intellectual property;

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows:

---

### 2. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

- **"Intellectual Property"**: All patents, trademarks, copyrights, trade secrets, and other intellectual property rights, whether registered or unregistered, related to the software or technology described in Exhibit A attached hereto.
- **"Software"**: The software developed by Assignor, including all source code, object code, documentation, and related materials, as described in Exhibit A.
- **"Effective Date"**: The date on which this Agreement is executed by the last party to sign.

---

### 3. Assignment of Intellectual Property

3.1 **Assignment**: Assignor hereby assigns, transfers, and conveys to Assignee all of Assignor's right, title, and interest in and to the Intellectual Property, including but not limited to all patents, trademarks, copyrights, trade secrets, and other intellectual property rights related to the Software.

3.2 **Further Assurances**: Assignor agrees to execute and deliver any and all documents and instruments, and to take any and all actions, that may be necessary or desirable to effectuate the assignment of the Intellectual Property to Assignee.

---

### 4. Representations and Warranties

4.1 **Authority**: Assignor represents and warrants that Assignor has the full right, power, and authority to enter into this Agreement and to assign the Intellectual Property to Assignee.

4.2 **Ownership**: Assignor represents and warrants that Assignor is the sole and exclusive owner of the Intellectual Property and that the Intellectual Property is free and clear of any liens, encumbrances, or claims of any kind.

4.3 **Non-Infringement**: Assignor represents and warrants that the Intellectual Property does not infringe upon or violate the intellectual property rights of any third party.

---

### 5. Consideration

In consideration for the assignment of the Intellectual Property, Assignee agrees to pay Assignor the sum of [Amount] ([Currency]), payable as follows:

- [Payment Terms, e.g., lump sum upon execution, installments, etc.]

---

### 6. Confidentiality

6.1 **Confidential Information**: Each party agrees to keep confidential and not to disclose to any third party any confidential or proprietary information received from the other party in connection with this Agreement, except as required by law or as necessary to effectuate the terms of this Agreement.

6.2 **Survival**: The confidentiality obligations set forth in this Section 6 shall survive the termination or expiration of this Agreement.

---

### 7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya, without regard to its conflict of laws principles.

---

### 8. Dispute Resolution

8.1 **Arbitration**: Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the rules of the Chartered Institute of Arbitrators, Kenya Branch.

8.2 **Venue**: The place of arbitration shall be Nairobi, Kenya.

8.3 **Language**: The language to be used in the arbitral proceedings shall be English.

---

### 9. Miscellaneous Provisions

9.1 **Entire Agreement**: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations, whether oral or written.

9.2 **Amendments**: This Agreement may be amended or modified only by a written instrument executed by both parties.

9.3 **Severability**: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

9.4 **Waiver**: No waiver of any term or condition of this Agreement shall be valid or binding unless set forth in a written instrument signed by the party to be bound thereby.

---

### 10. Signatures

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

---

**Assignor:**

___________________________  
[Assignor's Full Name]  
[Assignor's Title, if applicable]  
[Date]

---

**Assignee:**

___________________________  
[Assignee's Full Name]  
[Assignee's Title, if applicable]  
[Date]

---

**Witness 1:**

___________________________  
[Witness 1 Full Name]  
[Witness 1 Address]  
[Date]

---

**Witness 2:**

___________________________  
[Witness 2 Full Name]  
[Witness 2 Address]  
[Date]

---

### TLDR

This document is an Intellectual Property Assignment Agreement for a software company, detailing the assignment of intellectual property rights from the assignor to the assignee, including representations, warranties, confidentiality, governing law, and dispute resolution.

---

### Conclusion

This Intellectual Property Assignment Agreement ensures that all rights, title, and interest in the specified intellectual property are legally transferred from the assignor to the assignee, providing a clear and enforceable framework for the protection and use of the intellectual property.

---

Sources:
- [Kenya Law Reports](http://www.kenyalaw.org:8181/exist/kenyalex/index.xql)
- [Industrial Property Act, 2001](http://www.kenyalaw.org:8181/exist/rest//db/kenyalex/Kenya/Legislation/English/Acts%20and%20Regulations/I/Industrial%20Property%20Act%20Cap.%20509%20-%20No.%203%20of%202001/docs/IndustrialPropertyAct3of2001.pdf)
- [Law of Contract Act](http://www.kenyalaw.org:8181/exist/rest//db/kenyalex/Kenya/Legislation/English/Acts%20and%20Regulations/L/Law%20of%20Contract%20Act%20Cap.%2023%20-%20No.%2043%20of%201960/docs/LawofContractAct43of1960.pdf)

Write an Intellectual Property Assignment Agreement for a software company.

Ask a lawyer: Write an Intellectual Property Assignment Agreement for a software company.

Ask a lawyer:
Write an Intellectual Property Assignment Agreement for a software company.