IP ASSIGNMENT AGREEMENT

This IP 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); and 

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

WHEREAS

1. The assignor has worked on [INSERT THE WORK] (the “Work”) and hereby agrees to transfer all the Intellectual Property rights, title and interest to the assignee in respect of the said work.
2. The assignor has full right, absolute power and lawful authority to assign and convey the work in the manner herein set forth;
3. The Assignor and Assignee mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. 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 work and agrees to assign the work to the assignee.
   2. “Assignee” shall mean an individual or an entity that is entering into this agreement for the acquisition of the work from the assignor.
   3. “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.
   4. “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. IP 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 work, including but not limited to, the registrations and applications for registration of the Intellectual Property of the Work with the relevant authorities, together with all renewals, extensions, and reissues thereof; the goodwill associated with the work and all rights to sue for past, present, and future infringements, unfair competition, or dilution of the work.
   2. Assignor shall be responsible for all costs and expenses associated with the assignment of prosecution-related files from Assignor to Assignee.
   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 work and to confirm and perfect Assignee's ownership thereof.
3. TERM
   1. This Agreement shall become effective as of the Effective Date[INSERT EFFECTIVE DATE] and, except as otherwise provided herein, shall continue in full force and effect in perpetuity, unless terminated as per termination clause
4. CONSIDERATION
   1. The Assignor acknowledges that a consideration of [INSERT AMOUNT PAYABLE BEFORE EXECUTION OF THE AGREEMENT] has been received from the Assignee for the assignment of the work before the execution of this agreement.
5. REPRESENTATION AND WARRANTIES
   1. Assignor represents and warrants that it is the sole legal and beneficial owner of the work and has full power, authority, and legal right to assign the work and the rights associated to the work to Assignee as contemplated in this Agreement. Assignor further warrants that it has not transferred or assigned any rights or interests in the work to any third party.
   2.  Assignor represents and warrants that, to the best of its knowledge, the work 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 is no pending or threatened claims, actions, or proceedings challenging the validity, ownership, or enforceability of the work.
   3. Assignor represents and warrants that it has not authorized assigned, licensed, or granted permission to any third party to use or register any work 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 work 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 work 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 work during the term of this Agreement.
6. 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.
7. OWNERSHIP
   1. The Assignor agrees to transfer the right of work 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 work.
8. TERMINATION
   1. Either party may terminate this Agreement for material breach on [INSERT THE NUMBER OF DAYS TO SEND NOTICE OF TERMINATION] 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-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.
9. INDEMNIFICATION
   1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
10. DISPUTE RESOLUTION
    1. The Parties shall endeavor 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.
11. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE]
    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 PLACE] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
12. FORCE MAJEURE
    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.
13. NON DISPARAGMENT
    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.
14. 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.
15. 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.
16. 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.
17. 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.
    3. 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.
18. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

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]