Intellectual Property Release Form - Template Form Pro · EN-CA-law

INTELLECTUAL PROPERTY ASSIGNMENT AND RELEASE AGREEMENT

This Intellectual Property Assignment and Release Agreement (hereinafter the "Agreement") is made and entered into as of ________ (the "Effective Date"), by and between the following parties:

________ (hereinafter the "Creator"), an individual having an address at:

________

- and -

________ (hereinafter the "New Rights Holder"), having an address at:

________

(each a "Party" and together the "Parties").

RECITALS

WHEREAS the Creator is the sole author and owner of all right, title and interest, including all copyright and other intellectual property rights, in and to a certain work of intellectual property (the "Work"), described as follows:

________

AND WHEREAS the New Rights Holder wishes to acquire all right, title and interest in and to the Work;

AND WHEREAS the Creator is willing to assign and transfer all such right, title and interest in and to the Work to the New Rights Holder, and to waive any moral rights therein, in accordance with the Copyright Act (Canada), R.S.C. 1985, c. C-42, and other applicable law, upon the terms set out below;

NOW THEREFORE, in consideration of the mutual covenants and agreements set out herein and the consideration described in § 2, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

§ 1. ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS

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1.2 Upon the assignment under § 1.1, the Creator shall retain no right, title or interest in or to the Work, and the New Rights Holder shall hold the exclusive and unconditional right to use, exploit, license, assign and otherwise deal with the Work in any manner and for any purpose whatsoever.

1.3 The Creator agrees to execute, at the New Rights Holder's reasonable request and expense, such further documents and instruments and to do such further acts as may be necessary or desirable to give full effect to, perfect or record the assignment contemplated by this Agreement.

§ 2. CONSIDERATION

2.1 In full and final consideration for the assignment of the intellectual property rights in the Work, the New Rights Holder shall pay to the Creator the sum of $________ (the "Consideration"), payable as follows: ________.

2.2 The Creator acknowledges that the Consideration constitutes good and valuable consideration for the assignment and waiver set out in this Agreement, and that no further payment or compensation is or shall become due in respect of the Work.

§ 3. WAIVER OF MORAL RIGHTS

3.1 To the fullest extent permitted by the Copyright Act (Canada), the Creator hereby irrevocably and unconditionally waives, in favour of the New Rights Holder and its successors, assignees and licensees, all moral rights the Creator may have in or to the Work, including the right to the integrity of the Work and the right to be associated with the Work as its author by name, by pseudonym or to remain anonymous.

3.2 Such waiver shall enure to the benefit of, and may be invoked by, the New Rights Holder and any person authorized by it to use the Work.

§ 4. REPRESENTATIONS AND WARRANTIES

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4.2 The representations and warranties set out in this § 4 shall survive the execution and delivery of this Agreement and the completion of the assignment contemplated hereby.

§ 5. INDEMNITY

5.1 The Creator shall indemnify and hold harmless the New Rights Holder, and its successors and assignees, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with any breach of the representations, warranties or covenants made by the Creator under this Agreement.

§ 6. CAPACITY AND AGE OF MAJORITY

6.1 The Creator represents and warrants that the Creator has attained the age of majority and is fully competent and authorized to enter into and be bound by this Agreement in the Province of ________.

§ 7. SUCCESSORS AND ASSIGNS

7.1 This Agreement shall enure to the benefit of and be binding upon the Parties and their respective heirs, executors, administrators, successors and permitted assigns.

§ 8. GOVERNING LAW AND JURISDICTION

8.1 This Agreement shall be governed by and construed in accordance with the laws of the Province of ________ and the federal laws of Canada applicable therein.

8.2 The Parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of ________ in respect of any dispute arising out of or in connection with this Agreement.

§ 9. COUNTERPARTS AND ELECTRONIC EXECUTION

9.1 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. Counterparts may be delivered by electronic transmission, and such delivery shall be valid and binding as if delivered in original form. Where the dates of execution differ, this Agreement shall be effective as of the later date on which both Parties have signed.

§ 10. ENTIRE AGREEMENT

10.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, representations and agreements, whether written or oral, between the Parties relating to the Work. No amendment or modification of this Agreement shall be valid or binding unless made in writing and signed by both Parties.

§ 11. SEVERABILITY

11.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall continue in full force and effect and shall in no way be affected or impaired thereby.

§ 12. NOTICES

12.1 Any notice required or permitted to be given under this Agreement shall be in writing and shall be delivered personally, sent by prepaid registered mail, or sent by electronic mail to the address of the relevant Party set out above or to such other address as a Party may designate in writing.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set out below.

________________________________________ (signature)

________, Creator
Date: ________

________________________________________ (witness signature)

Witness Name: ________

________________________________________ (signature)

________, New Rights Holder
Date: ________

________________________________________ (witness signature)

Witness Name: ________