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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

  • Industrial Property Act, 2001

  • Law of Contract Act

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