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Intellectual Property Assignment Agreement

Introduction
Definitions
Assignment of Intellectual Property Rights
Representations and Warranties
Indemnification
Confidentiality
Governing Law and Dispute Resolution
Entire Agreement
Severability
Notices
Waiver
Binding Effect
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.