This assignment of intellectual property rights template has 6 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our assignment of intellectual property rights template:
ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS This Assignment of Intellectual Property Rights (the "Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (The "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [Supplier NAME] (The "Supplier"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS [SPECIFY] (the "[SPECIFY] Agreement"), and WHEREAS Definitions Where a term does not appear in the Agreement, the definition below shall have no application. In the event of conflict between the definition of a term in the Agreement and the definition stated below, the definition below shall govern. "Affiliate" means, with respect to any Party, any other Person which is affiliated with such Party, and for the purposes hereof: [NUMBER] Persons will be considered to be affiliated with one another if [NUMBER] of them controls the other, or if both of them are controlled by a common third party; [NUMBER] Person will be considered to control another Person if it has the power to direct or cause the direction of the management and policies of the other Person, whether directly or indirectly, through [NUMBER] or more intermediaries or otherwise, and whether by virtue of the ownership of shares or other equity interests, the holding of voting rights or contractual rights, or otherwise; and in the case of Company, "Affiliate" shall include [SPECIFY COMPANY NAME]. "Agreement" means this Agreement and all Specific Terms, Schedules or Documents attached thereto, which have been agreed to by the Parties from time to time. "Company" means the [YOUR COMPANY] and each of its Affiliates and Subsidiaries. "Business Day" means any day other than a Saturday, Sunday or [COUNTRY] statutory holiday. "Encumbrance" includes a mortgage, charge, pledge, hypothec, lien or security interest of any kind. "Fees" means Fees paid to Supplier under the [SPECIFY] Agreement. "Infringement Claim" means all notices, demands, claims, actions, proceedings, suits, judgments, orders and awards of any kind which allege or adjudicate that: a) any conception, design, manufacture, assembly, testing, repair, use, sale, licensing, offer for sale or for license, importation, exportation or any distribution or offer for distribution of any Design(s); or b) any conception, design, use, practice, delivery, licensing, offer for delivery or for license, or any distribution or offer for distribution of any Service(s); or c) any inducing, procuring, contributing, authorizing, aiding or abetting in relation to any of the acts set out in a) or b) above; whether in [COUNTRY] or abroad, directly or indirectly infringes, violates or misappropriates any Intellectual Property Right. "Intellectual Property Right" means any right in or to a [COUNTRY] or foreign patent, patent application, utility model, inventor's certificate, copyright, moral right, trade-mark, trade name, service mark, trade secret, know-how, confidential information, mask work or integrated circuit topography, industrial design or other intellectual property right of any kind, whether or not registered or registerable. "Modification" includes any translation, abridgment, condensation, revision, correction, improvement, enhancement, customization, expansion, addition, Update, Upgrade or other modification to a Design. "Party" or "Parties" means SUPLIER or the Company, or SUPLIER and the Company collectively as the context requires. "Person" or "person" includes an individual, corporation, partnership, joint venture, trust, unincorporated organization, government or any agency or instrumentality thereof or any other entity recognized by law. "Subsidiary" shall have the meaning ascribed to it under the [SPECIFY ACT], as amended. "Use" means any act which, would constitute exercise of an Intellectual Property Right including, without limitation, to exploit commercially, modify, copy, translate, create derivative works, sublicense and distribute. Assignement Assignment In consideration of the Payment, by Company, of the Fees, the sufficiency and receipt of which is hereby acknowledges by Supplier, Supplier hereby expressly and irrevocably assigns and transfers to Company all rights, including, without limitation, all Intellectual Property Rights, in and to the design attached as Exhibit [SPECIFY] hereto (the "Design") performed by Supplier pursuant to this Agreement. Waiver of Moral Rights Supplier hereby expressly and irrevocably waives, and represents that it has obtained from any employee or any other person who has provided services to or on behalf of Supplier in respect of the Design and will obtain from any other person who will provide services to or on behalf of Supplier in relation to the Design provided to Company by Supplier under this Agreement, an express and irrevocable waiver in favor of Company of, any and all moral rights arising under the Copyright Act ([TERRITORY/COUNTRY]) as amended (or any successor legislation of similar force and effect) or under similar legislation in other jurisdictions or at common law that Supplier and such persons, as authors, have with respect to the Design(s), including, without limitation, the right to attribution of authorship, the right to restrain any distortion, mutilation or other modification of the work and the right to prohibit any use of the work in association with a Design, service, cause or institution that might be prejudicial to such individuals' honor or reputation. Intellectual Property Rights. For greater certainty, but without otherwise limiting these Specific Terms: Company shall have the right to protect, or seek any protection of, Intellectual Property Rights in and to the Design; Supplier hereby agrees that it shall not: use or claim any Intellectual Property Rights in the Design; or produce any other design which is substantially similar to the Design developed for Company pursuant to this Agreement; and Company, and any person authorized by Company, shall be exclusively entitled to Use the Design, or any part or parts thereof, without any restriction, Term The term of this Agreement, including the assignment and waiver made hereunder, shall be deemed to have been made and to have come into force and effect as of the Effective Date set forth at the beginning of this Agreement. Representations and Warranties Supplier represents and warrants to Company, and acknowledges Company's reliance upon such representations and warranties, that: Supplier has all rights, power and authority required in order to enter into and perform its obligations under this Agreement and to grant the Intellectual Property Rights in the Design free and clear of all encumbrances, in accordance with this Agreement; There is no requirement for Supplier representative to obtain any other authorization, consent or approval from Supplier as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement.
