PATENT ASSIGNMENT AGREEMENT

This Patent Assignment Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE ASSIGNOR], having registered office at [INSERT ADDRESS OF THE ASSIGNOR] (hereinafter referred to as the “Assignor” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE ASSIGNEE], having registered office at [INSERT ADDRESS OF THE ASSIGNEE] (hereinafter referred to as the “Assignee” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Assignor” and the “Assignee” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The assignor is the sole owner of the Patent Product, its inventions and Patent Applications (hereinafter referred to as “Patent Rights”) and hereby agrees to transfer all the rights, title and interest to the assignee in respect of the said Patent.
2. The assignor has full right, absolute power and lawful authority to sell, assign and convey the same in the manner herein set forth;
3. The assignee hereby agrees and desires to accept the said Patent Product, its application and process from the assignor in accordance with the set terms of this agreement
4. The Assignor and Assignee mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
5. The parties are duly authorized and have the capacity to enter into this agreement.
6. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Assignor” shall mean an individual or an entity that owns the said Patent and agrees to assign the Patent to the assignee.
   2. “Assignee” shall mean an individual or an entity that is entering into this agreement for the acquisition of the Patent from the assignor.
   3. “Patent” shall collectively refer to the exclusive right of the product, its process and all related rights and interests of the assignor as mentioned in this agreement.
   4. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement , whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   5. “Intellectual Property” refers to any patents, Patents, service marks ,trade names, copyright, trade secrets, know-how or other intellectual property rights, applications ,registrations mentioned in this agreement thereof.
2. PATENT ASSIGNMENT
   1. Subject to the terms and conditions of this agreement, the Assignor hereby irrevocably and unconditionally assigns transfers and conveys to Assignee all right, title, and interest in and to the Patent Rights listed in Exhibit A, including but not limited to, the registrations and applications for registration of the Patent with the relevant authorities, together with all renewals, extensions, and reissues thereof; the goodwill associated with the Patent and all rights to sue for past, present, and future infringements, unfair competition, or dilution of the Patent.
   2. Assignor shall be responsible for all costs and expenses associated with the assignment of prosecution-related files from Assignor to Assignee. On the Effective Date, Assignor shall send to Assignee: (a) Original letters patent for the Patents. (b) Originals of all assignment agreements in its possession for the Patents.
   3.  Assignor agrees to take any additional actions and execute any further documents or instruments reasonably requested by Assignee to fully effectuate the assignment of the Patent and to confirm and perfect Assignee's ownership thereof.
3. TERM
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
4. OBLIGATIONS OF THE ASSIGNOR
   1. Assignor hereby agrees and covenants that, following the Effective Date, it shall undertake the following obligations in good faith and without unreasonable delay:
      1. Assignor shall execute, acknowledge, and deliver any and all documents, declarations, assignments, affidavits, powers of attorney, and other instruments as may be reasonably necessary or desirable to perfect, record, evidence, or enforce Assignee’s rights in and to the Patent Rights in any jurisdiction.
      2. Assignor shall, upon reasonable request by Assignee and at Assignee’s expense, provide reasonable cooperation and assistance in the preparation, prosecution, maintenance, defense, enforcement, or licensing of the Patent Rights, including participating in proceedings before any patent office or court, providing technical or factual information, or testifying in legal proceedings.
      3. Assignor shall deliver to Assignee all documents, records, files, specifications, laboratory notebooks, drawings, prototypes, data, and other tangible and intangible materials in its possession or control that relate to the conception, development, prosecution, or use of the Patent Rights.
      4. Assignor shall maintain as strictly confidential any confidential information or trade secrets disclosed to it by Assignee or contained in any unpublished patent documents or technical records related to the Patent Rights, and shall not disclose such information to any third party without the prior written consent of Assignee, except as required by law.
      5. Assignor shall not take any action, or fail to act, in a manner that would reasonably be expected to impair, jeopardize, limit, or encumber the rights, title, or interest assigned to Assignee under this Agreement.
      6. Assignor shall promptly notify Assignee in writing upon becoming aware of any claims, disputes, third-party interests, or governmental inquiries related to the Patent Rights.
5. OBLIGATIONS OF THE ASSIGNEE
   1. Assignee agrees and covenants that, following the Effective Date, it shall undertake the following obligations
      1. Assignee shall promptly file and record this Agreement, or a short-form version of it, with the United States Patent and Trademark Office and such other domestic or foreign patent offices as may be necessary to reflect its ownership of the Patent Rights.
      2. Assignee shall be solely responsible for and shall bear all costs and expenses associated with the continued prosecution, maintenance, and renewal of the Patent Rights in all jurisdictions.
      3. Assignee shall have the exclusive right, but not the obligation, to enforce the Patent Rights and pursue claims for past, present, and future infringement. Assignee shall bear all costs associated with such enforcement, and Assignor shall, if reasonably requested, cooperate in such efforts at Assignee’s expense.
      4. Assignee shall indemnify and hold Assignor harmless from and against any claims, liabilities, losses, damages, costs, or expenses (including reasonable attorney’s fees) arising out of or relating to any enforcement, licensing, or commercialization efforts undertaken by Assignee following the Effective Date.
      5. Where appropriate or customary, Assignee shall, upon Assignor’s request, provide reasonable attribution or recognition of Assignor’s role as the originator or inventor of the Patent Rights, in a manner consistent with applicable academic, technical, or industry standards.
      6. Assignee shall maintain the confidentiality of any proprietary information or trade secrets provided by Assignor in connection with the Patent Rights and shall not disclose such information to third parties except as necessary for prosecution, licensing, or enforcement, or as required by law.
6. CONSIDERATION
   1. The Assignee shall pay a consideration of [INSERT UPFRONT AMOUNT FOR COMMENCEMENT OF WORK] to the assignor for the assignment of the Patent Rights before the execution of this agreement.
   2. The Assignee shall pay the amount in installments or one-time full payment as agreed upon by the parties.
   3. All the other expenses related to the Patents such as registration, notarization and stamp duty shall be borne by both the parties equally.
7. REPRESENTATION AND WARRANTIES
   1. Assignor represents and warrants that it is the sole legal and beneficial owner of the Patent Rights listed in Exhibit A and has full power, authority, and legal right to assign the Patent Rights to Assignee as contemplated in this Agreement. Assignor further warrants that it has not transferred or assigned any rights or interests in the Patent Rights to any third party, except as expressly disclosed in Exhibit A.
   2.  Assignor represents and warrants that, to the best of its knowledge, the Patent Rights is/are valid and subsisting, and its/their use and registration do not infringe upon the intellectual property rights of any third party. Assignor further represents that there are no pending or threatened claims, actions, or proceedings challenging the validity, ownership, or enforceability of the Patent.
   3. Assignor represents and warrants that it has not authorized, assigned, licensed, or granted permission to any third party to use or register any Patent Rights of the assignor in any jurisdiction.
   4. Assignor represents and warrants that it has duly maintained and complied with all legal requirements and formalities necessary to establish, maintain, and protect its rights in the Patent up to the Effective Date of this Agreement.
   5. Assignee represents and warrants that it is a legal entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation. Assignee further warrants that it has full power, authority, and legal capacity to enter into this Agreement and to perform its obligations hereunder
   6. Assignee represents and warrants that it shall use and exploit the assigned Patent Rights of the assignor in a manner consistent with applicable laws and regulations. Assignee agrees to take all reasonable measures to protect and maintain the validity and enforceability of the assigned Patent during the term of this Agreement.
8. OWNERSHIP
   1. The Assignor agrees to transfer the right of ownership of the Patent with all the associated applications and goodwill to the assignee according to the set terms of the agreement.
   2. Assignor acknowledges that the goodwill transferred to assignee is valuable and forms an integral part of the assigned Patent.
9. CONFIDENTIALITY
   1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   3. Parties agree to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
   4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
   5. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
10. INTELLECTUAL PROPERTY RIGHTS
    1. Assignor hereby acknowledges and agrees that the assignment of the Patent Rights under this Agreement includes the full and absolute transfer of all intellectual property rights associated with the Patent Rights, including without limitation all rights under patent law, trade secret law, and any other applicable law or treaty, in any jurisdiction worldwide.
    2. Assignor shall not retain, and hereby waives, any and all rights, licenses, claims, or interests in or to the Patent Rights. Assignor further agrees that it shall not assert any right, including any moral right or residual right, in relation to the Patent Rights or any improvement, derivative work, or related technology developed before or after the Effective Date.
    3. Assignee shall exclusively own all improvements, modifications, enhancements, derivative works, or related inventions that are based on or incorporate the Patent Rights, whether developed by Assignee alone or in collaboration with third parties. To the extent Assignor contributes to such derivative works post-assignment, Assignor shall be deemed to have assigned any such rights to Assignee, and shall execute further instruments as required to evidence such transfer.
    4. Nothing in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or right to Assignor or any third party under any patent, trade secret, or other intellectual property right now or hereafter owned or controlled by Assignee.
    5. Assignor shall indemnify, defend, and hold harmless Assignee from and against any and all claims, liabilities, costs, and damages, including reasonable attorney’s fees, arising out of or related to any allegation that Assignor did not have full right, title, and interest to assign the Patent Rights as provided herein.
    6. To the fullest extent permitted by applicable law, Assignor hereby irrevocably waives and agrees never to assert any and all moral rights or rights of attribution, integrity, or disclosure in the Patent Rights against Assignee or any of its successors, licensees, or assigns.
11. TERMINATION
    1. Either party may terminate this Agreement for material breach on [INSERT THE NUMBER OF DAYS] days' written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
       1. this Agreement provides a specific date or period for performance of the obligation breached; or
       2. the injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
    2. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
    3. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
12. INDEMNIFICATION
    1. Each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party, its affiliates, officers, directors, employees, agents, successors, and assigns (“Indemnified Party”) from and against any and all claims, demands, actions, suits, or proceedings initiated by third parties, as well as any resulting liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, to the extent such claims arise from;
       1. any breach by the Indemnifying Party of its covenants, agreements, or obligations under this Agreement;
       2. any inaccuracy or material misrepresentation in the representations or warranties made by the Indemnifying Party; or
       3. any claim that the use, licensing, or commercialization of intellectual property or proprietary rights by the Indemnifying Party infringes, misappropriates, or otherwise violates the rights of any third party. The Indemnified Party shall provide prompt written notice of any claim for which indemnification is sought, and the Indemnifying Party shall have the right to assume and control the defence with counsel of its choosing, subject to the Indemnified Party’s reasonable approval.
    2. The Indemnified Party shall cooperate in good faith, and while it may participate in the defence at its own expense, the Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent if such settlement imposes liability, does not provide a full release, or includes an admission of wrongdoing. Indemnification shall not apply to the extent that the claim arises from the Indemnified Party’s own willful misconduct, negligence, or material breach of this Agreement.
13. LIMITATION OF LIABILITY
    1. Except as otherwise expressly provided in this Agreement, neither Party shall be liable to the other Party for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of goodwill, or loss of business opportunity, arising out of or relating to this Agreement, whether based on breach of contract, tort (including negligence), strict liability, or otherwise, even if such Party has been advised of the possibility of such damages.
14. DISPUTE RESOLUTION
    1. The Parties shall endeavour to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator . The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
15. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT COUNTRY/STATE OF APPLICABLE LAWS]
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Assignor and Assignee. 
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE COURT WHICH SHALL EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATIONS BETWEEN THE PARTIES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
16. FORCE MAJUERE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
17. NON- DISPARAGEMENT
    1. The Parties agree that neither they nor any of their representatives, agents, employees, or affiliates shall, directly or indirectly, make or publish any statements, comments, or communications, whether orally, in writing, or electronically, including through any channel such as social media platforms, websites, forums, or other public or private means, that disparage, defame, or negatively portray the other Party, its business, products, services, employees, or reputation.
    2. This clause does not prohibit a Party from making truthful statements when required by law, regulation, or valid court order, provided the Party uses reasonable efforts to provide prior notice to the other Party, to the extent permitted by law.
18. DATA PROTECTION
    1. Both Parties agree to comply with all applicable data protection laws and regulations in connection with the processing of personal data under this Agreement, including any highly sensitive personal information. Personal data shall be collected, processed, and stored lawfully, fairly, and transparently for specific and legitimate purposes. Each Party shall implement appropriate technical and organizational measures to protect personal data from unauthorized access, disclosure, alteration, or destruction. Data transfers across jurisdictions shall only occur in compliance with legally recognized mechanisms.
    2. In the event of any actual or suspected data breach affecting Customer data, including highly sensitive personal information, the Service Provider shall promptly notify the Customer in writing and provide all reasonable assistance to mitigate risks and comply with applicable breach notification requirements. Each Party shall ensure that data subjects can exercise their rights regarding access, rectification, erasure, restriction of processing, and objection to automated decision-making. Any third-party processing must be governed by a legally binding agreement ensuring compliance with applicable laws. Upon termination of this Agreement, personal data shall be securely deleted unless legal obligations require retention. This clause shall be governed by applicable data protection laws, and disputes shall be resolved in accordance with those regulations.
19. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Day following resumption of regular postal service:
       1. If to the Assignor: [INSERT EMAIL ID OR/AND ADDRESS OF ASSIGNOR]
       2. If to the Assignee: [INSERT EMAIL ID OR/AND ADDRESS OF ASSIGNEE]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
20. INDEPENDENT CONTRACTOR
    1. The Assignor and Assignee expressly acknowledge and agree that their relationship in connection with this agreement is that of independent contractors. Nothing contained in this agreement shall be interpreted as creating a partnership, joint venture, agency, employer-employee, or any other similar relationship between the parties. 
21. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the [INSERT LANGUAGE OF ALL COMMUNICATION].
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
22. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
23. DECLARATION
    1. The Parties hereby acknowledge that the terms herein have been read, fully understood, and expressly agreed to, and hereby commit to performing their obligations with due diligence, honesty, and in good faith. The Parties hereby agree to foster a collaborative environment that promotes transparent communication and timely resolution of any issues, thereby ensuring compliance with all applicable laws and industry best practices.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Assignor

Name: [INSERT NAME OF ASSIGNOR/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF ASSIGNOR]

Signed, sealed and delivered on behalf of Assignee

Name: [INSERT NAME OF ASSIGNEE/SIGNING AUTHORITY AND DESIGNATION]

Signature: 

Date: [INSERT SIGNING DATE OF ASSIGNEE]

EXHIBIT-A

(DESCRIPTION OF PATENT PRODUCT)

[INSERT DESCRIPTION OF PATENT PRODUCT]