Intellectual Property Assignment Agreement - Form Pro · AU-law
✓ Valid in Australia · drafted to comply with local law
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INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
THIS AGREEMENT (hereinafter "Agreement") is dated ________ (enter the date that this Agreement is signed)
BETWEEN THE ASSIGNOR:
________ ACN/ABN ________ (hereinafter "Assignor"),
Of the following address:
________
AND THE ASSIGNEE:
________ ACN/ABN ________ (hereinafter "Assignee"),
Of the following address:
________
RECITALS
A. The Assignor owns all right, title and interest in and to certain works of intellectual property (the "IP"), as described in this Agreement.
B. The Assignee wishes to acquire all such right, title and interest in and to the IP.
C. The Assignor is willing to assign and relinquish all of its right, title and interest in and to the IP to the Assignee on the terms set out in this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties agree as follows:
(1) DEFINITIONS
In this Agreement, the following definitions apply:
"Agreement" means this agreement.
"Agreement Date" means the date marked at the top of this document.
"Assignment Date" means ________.
"Business Day" means a day which is not a Saturday, Sunday, public holiday or bank holiday in ________.
"Goods and Services Tax" means Goods and Services Tax imposed on a supply of goods or services in Australia, pursuant to the GST Law.
"GST" means Goods and Services Tax.
"GST Law" has the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
"Intellectual Property Rights" means, in relation to the IP, or any part, summary or derivation of the IP, all present and future right, title and interest in or to any confidential information, logos, brand names, business names, trade names, domain names, registered trade marks, unregistered trade marks, registered designs, unregistered designs, copyright, patents, service marks, business know-how, inventions, computer programs, business systems or other related information.
"IP" means the work or works of intellectual property described as follows:
Title: ________
Type of intellectual property: ________
Date of creation: ________
Registration / application number (if any): ________
"Moral Rights" has the same meaning as in the Copyright Act 1968 (Cth).
"Party" means either the Assignor or the Assignee.
"Parties" means the Assignor and the Assignee collectively.
(2) INTERPRETATION
In this Agreement, unless the context otherwise requires, the following rules of interpretation apply:
(a) Words referring to one gender include every other gender.
(b) Words referring to a singular number include the plural, and words referring to a plural include the singular.
(c) If a word or phrase is defined in this Agreement then any grammatical variations of that word or phrase have a corresponding meaning.
(d) Words referring to a person or persons include firms, corporations, associations, partnerships, joint ventures, authorities, government bodies, organisations and other legal entities, and vice versa.
(e) Any reference to time is a reference to time in ________.
(f) In the event that something must be done under this Agreement on or before a particular date, if that date falls on a day which is not a Business Day, then that thing must be done on or before the next Business Day.
(g) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
(h) Headings and titles are included in this Agreement for convenience only and shall not affect the interpretation of this Agreement.
(i) Each Party must, at its own expense, take all reasonable steps and do all that is reasonably necessary to give full effect to this Agreement and the events contemplated by it.
(j) A reference to legislation or any part or provision of that legislation includes any subordinate legislation, any amended legislation, and any substituted legislation issued under that legislation.
(k) A reference to an agreement or document is a reference to that agreement or document as amended, replaced, supplemented or novated from time to time.
(l) A reference to a Party also includes that Party's successors, assigns, legal personal representatives and/or any person that is substituted by way of novation.
(m) Any reference to money or currency, unless otherwise specified, is a reference to Australian dollars.
(3) ASSIGNMENT
As and from the Assignment Date:
(f) the Assignor, and each author of the IP whose written consent the Assignor has procured, hereby consents (to the extent permitted by the Copyright Act 1968 (Cth)) to all acts or omissions of the Assignee that would otherwise infringe the Moral Rights subsisting in the IP, it being acknowledged that Moral Rights are personal to the author and may not be assigned; and
(g) the Assignor does not hold any remaining rights in and to the IP, and the unconditional ability to use and exploit the IP belongs exclusively to the Assignee.
(h) The Assignor must, at the request and reasonable expense of the Assignee, promptly execute all documents and do all things reasonably necessary to record, perfect or give effect to the assignment effected by this Agreement, including the recordal of the Assignee as owner of any registered rights with IP Australia or any other relevant registry.
(4) CONSIDERATION
(a) In consideration for the Assignor's assignment of the Intellectual Property Rights in relation to the IP, the Assignee has paid to the Assignor an assignment fee in the amount of ________ (the "Assignment Fee").
(b) The Assignor hereby acknowledges receipt of the Assignment Fee.
(5) GOODS AND SERVICES TAX
(a) Unless otherwise expressly stated, all amounts payable under this Agreement are expressed to be exclusive of GST.
(b) If GST is payable on any supply made under or in connection with this Agreement, the party providing the consideration for that supply must pay, in addition to and at the same time as the consideration is otherwise payable, an additional amount equal to the consideration multiplied by the prevailing GST rate.
(c) A party's obligation to pay an additional amount in respect of GST is subject to that party receiving a valid tax invoice in respect of the supply to which the payment relates.
(d) If any adjustment event occurs in relation to a supply made under or in connection with this Agreement, the supplier must provide a corresponding adjustment note to the recipient, and any consequent adjustment to the GST payable must be made between the parties.
(e) Terms used in this clause which are defined in the GST Law have the meaning given to them in the GST Law.
(6) WARRANTIES AND REPRESENTATIONS
(a) The Assignor represents and warrants that the Assignor is the exclusive holder of any and all Intellectual Property Rights in and to the IP, and that no other individual or entity may claim any Intellectual Property Rights in and to the IP.
(b) The Assignor warrants that it has all necessary rights required to grant the Assignee unconditional, unlimited and irrevocable use and exploitation of the IP.
(c) The Assignor warrants that, to the best of its knowledge, the IP and its use and exploitation do not and will not infringe the rights (including the Intellectual Property Rights) of any third party.
(d) The Assignor acknowledges and agrees that, except for the Assignment Fee, the Assignor is not entitled to any further consideration or compensation for the assignment of Intellectual Property Rights described in this Agreement.
(e) The Assignor warrants that it is at least 18 years of age and that there are no legal restrictions preventing the Assignor from entering into this Agreement.
(f) The Assignor warrants that it is duly authorised to enter into this Agreement.
(7) INDEMNITY
The Assignor hereby indemnifies and keeps indemnified the Assignee and any of the Assignee's employees, agents, subcontractors, representatives or affiliates against any and all liability, loss, damage, claim, demand, costs or expenses whatsoever, whether criminal or civil, and including legal costs on a full indemnity basis, which the Assignee incurs as a result of any breach of warranty under this Agreement or as a result of the IP infringing the rights of any third party or third parties.
(8) NOTICES
(a) Any notice, demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing, will be deemed validly given to the Assignor if delivered to the following address:
________
(b) Any notice, demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing, will be deemed validly given to the Assignee if delivered to the following address:
________
(c) Either Party ("the Nominating Party") may nominate another address ("the New Address") by notifying the other Party in writing of the New Address. Any notice, demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will, after nomination of the New Address, be deemed validly given if delivered to the Nominating Party at the New Address.
(9) WRITTEN COMMUNICATION
In relation to any correspondence or notification which is required under this Agreement to be provided in writing from one Party to the other Party:
(a) such notice is properly given if given to the other Party:
(I) by email to an email address that the other Party has nominated, acknowledged or used in connection with this Agreement;
(II) by facsimile to a facsimile number which the other party has nominated, acknowledged or used in connection with this Agreement; or
(III) by post to a postal address the other party has nominated, acknowledged or used in connection with this Agreement.
(b) such notice is taken to be received:
(I) if sent by email, when the email becomes capable of being retrieved by the recipient at the relevant email address;
(II) if sent by facsimile, at the time shown of correct and complete transmission to the recipient's facsimile number by the sending machine;
(III) if sent by prepaid post within Australia, five (5) Business Days after the date of posting; or
(IV) if sent by prepaid post to or from an address outside Australia, twenty-one (21) days after the date of posting.
(10) WARRANTIES REGARDING COMPETITION
(a) Each Party respectively warrants:
(I) that this Agreement does not relate to a contract, arrangement, or understanding, or a concerted practice, for the purpose, or with the effect or likely effect, of substantially lessening competition contrary to the Competition and Consumer Act 2010 (Cth);
(II) that this Agreement does not relate to any exclusive dealing between the Parties for the purpose, or with the effect or likely effect, of substantially lessening competition;
(III) that this Agreement does not relate to any arrangement involving "price fixing", whereby competitors have agreed on pricing rather than competing against each other;
(IV) that this Agreement does not relate to any arrangement involving "output restrictions", whereby competitors have agreed to prevent, restrict, or limit the volume or type of particular goods or services available;
(V) that this Agreement does not relate to any arrangement involving "market sharing", whereby competitors have agreed to divide or allocate customers, suppliers, or territories among themselves rather than allowing competitive market forces to work; and
(VI) that this Agreement does not relate to any arrangement involving "bid rigging" or "collusive tendering", whereby competitors have agreed they will not compete genuinely with each other for tenders, allowing one of the competitors to 'win' the tender.
(b) This clause will survive termination, expiration or completion of this Agreement.
(11) WARRANTIES REGARDING LEGAL ADVICE
(a) Each Party (which for the purposes of this clause shall be referred to as the "Warranting Party" as the context requires) respectively warrants:
(I) that the Warranting Party fully understands the terms of this Agreement;
(II) that the Warranting Party has had the opportunity to obtain independent legal advice in relation to the matters addressed by this Agreement and the Warranting Party has either:
(A) taken such independent legal advice; or
(B) elected not to take such independent legal advice; and
(III) that the Warranting Party has not been induced to enter this Agreement by any representation(s) made by the other Party or by any officer, employee, director, agent, contractor, assignee, successor or other representative of the other Party, except as provided in this Agreement.
(b) This clause will survive termination, expiration or completion of this Agreement.
(12) GENERAL PROVISIONS
(a) GOVERNING LAW: This Agreement shall be governed in all respects by the laws of ________ and any applicable Commonwealth law. Both Parties submit to the non-exclusive jurisdiction of the courts of ________ and the Commonwealth of Australia, and courts entitled to hear appeals from those courts.
(b) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
(g) NO WAIVER: None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.
(h) SEVERABILITY: If any provision or term of this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.
(i) ENTIRE AGREEMENT: In relation to the subject matter of this Agreement, this Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.
(j) NO RELIANCE ON REPRESENTATIONS: The Parties each respectively acknowledge and agree that they have entered into this Agreement voluntarily and without relying on any representation by any other Party or by any agent or representative of that other Party.
(k) COUNTERPARTS: This Agreement may be executed in counterparts, including by electronic signature, all of which together shall constitute a single agreement.
(l) BINDING AGREEMENT: This Agreement is binding on the Parties and is to be considered effective as of the date that both Parties have signed this Agreement, or in the case that the Agreement has been executed in counterparts, then upon the exchange of counterparts.
(m) FORCE MAJEURE: Neither Party is liable to the other for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, pandemics, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
EXECUTED AS AN AGREEMENT ON ________
EXECUTED for and on behalf of ________ in accordance with section 127 of the Corporations Act 2001 (Cth) by:
___________________________________
Signature of director / sole director and secretary
Name: ________
Office held: ________
___________________________________
Signature of director / company secretary (if applicable)
Name: ________
Office held: ________
Date: ________
EXECUTED for and on behalf of ________ in accordance with section 127 of the Corporations Act 2001 (Cth) by:
___________________________________
Signature of director / sole director and secretary
Name: ________
Office held: ________
___________________________________
Signature of director / company secretary (if applicable)
Name: ________
Office held: ________
Date: ________
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