Deed of Assignment of Copyright - Template, Sample Form Pro · PH-law

DEED OF ASSIGNMENT OF COPYRIGHT

KNOW ALL MEN BY THESE PRESENTS:

This Deed of Assignment of Copyright (the "Agreement") is made and entered into this ________ day of ________, 20________, at the City/Municipality of ________, Province of ________, by and between:

________, a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal office address at ________, with SEC Registration/Tax Identification No. ________, herein represented in this act and deed by its duly authorized representative, ________, pursuant to a Board Resolution/Secretary's Certificate dated ________, hereinafter referred to as the "Assignor";

- and -

________, a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal office address at ________, with SEC Registration/Tax Identification No. ________, herein represented in this act and deed by its duly authorized representative, ________, pursuant to a Board Resolution/Secretary's Certificate dated ________, hereinafter referred to as the "Assignee".

The Assignor and the Assignee shall hereinafter be referred to individually as a "Party" and collectively as the "Parties".

WITNESSETH: That -

WHEREAS, the Assignor has created and is the sole and lawful owner of, and warrants its ownership over, the original work hereinafter described, together with all copyright subsisting therein under Republic Act No. 8293, otherwise known as the Intellectual Property Code of the Philippines, as amended (the "Copyrighted Work" or the "Work");

WHEREAS, the Assignee desires to acquire and own all rights, title, and interest in and to the copyright over the Work;

WHEREAS, the Assignor is willing, and possesses the right, power, capacity, and authority, to assign and transfer the ownership of the copyright over the Work in favor of the Assignee, in accordance with Section 180 of the Intellectual Property Code;

NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Art. I. TRANSFER OF OWNERSHIP

The Assignor hereby ASSIGNS, TRANSFERS, and CONVEYS unto the Assignee all of its rights, title, and interest in and to the copyright over the Work, subject to the terms and conditions of this Agreement, and the Parties agree that:

A. The Work. The Copyrighted Work is described as follows:

________

B. Modifications and Derivative Works. The Assignee shall have the right to make modifications, adaptations, and derivative works concerning the Work freely and without prior approval from the Assignor, subject to the terms and conditions of this Agreement.

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D. Waiver of Moral Rights. To the fullest extent permitted under Section 195 of the Intellectual Property Code, the Assignor hereby waives in favor of the Assignee such moral rights as may be lawfully waived to the extent necessary for the Assignee to fully exercise the rights herein assigned.

Art. II. REGISTRATION

The copyright over the following Work is registered under the name of the Assignor and bears the corresponding certificate number stated below:

Certificate of Copyright Registration No.: ________ covering: ________

A copy of the Certificate of Copyright Registration of the Work is hereto attached and made an integral part hereof.

The Assignor hereby grants the Assignee the authority and right to cause the recordation and registration of the assignment of copyright under this Agreement before the Intellectual Property Office of the Philippines pursuant to Republic Act No. 8293, and before all other government offices, where applicable.

Art. III. CONSIDERATION

In consideration of the assignment of the copyright over the Work, the Parties agree that:

A. The Assignee shall pay a fixed amount of \u20b1________ (________) as the fee for the assignment of the copyright (the "Consideration").

B. The above-stated amount shall be due and demandable immediately upon the signing of this Agreement, unless otherwise agreed in writing.

C. All Philippine taxes relating to this Agreement, including documentary stamp taxes pursuant to the National Internal Revenue Code, as amended, shall be borne by the ________.

D. The Assignee shall pay the Consideration through the following acceptable method/s of payment:

________

Art. IV. WARRANTIES AND REPRESENTATIONS

The Assignor warrants and represents that:

A. The Assignor is the sole and lawful owner of the Work and the copyright thereto, and has the full right, power, and authority to assign and transfer the same in favor of the Assignee;

B. The Work is original and does not infringe upon any copyright, trademark, patent, or other intellectual property right of any third party;

C. The copyright over the Work is free and clear of any liens, encumbrances, claims, or demands of any kind whatsoever;

D. The Assignor has not previously assigned, transferred, licensed, or otherwise disposed of the copyright or any interest therein to any other person or entity;

E. There is no pending or threatened litigation, claim, or proceeding affecting the Work or the copyright thereto; and

F. The Assignor shall do all acts and execute all documents necessary to perfect the assignment and transfer of the copyright in favor of the Assignee.

Art. V. TERM

This Agreement shall commence on ________ (the "Effective Date") and, unless earlier terminated by either Party in accordance with the applicable provisions hereof, shall continue in full force and effect until ________ or the expiration of the term of copyright protection under the Intellectual Property Code, whichever comes first. Notwithstanding the foregoing, the assignment of ownership effected under Article I hereof is intended to be perpetual and irrevocable.

Art. VI. CONFIDENTIALITY

The Assignee hereby acknowledges and agrees that during the term of this Agreement, the Assignee may have access to information that is confidential and/or commercially valuable to the Assignor ("Confidential Information"), which may include but is not limited to:

A. information of whatever nature relating to the business activities, practices, and finances of the Assignor;

B. any other evaluation material, design work, technologies, technological ideas or strategies, strategic plans and ideas, marketing strategies, innovations, creative plans, concepts, and any other plans or ideas developed by the Assignor or on its behalf, or used by the Assignor, whether relating specifically to the Assignor's business or otherwise;

C. any information derived from any other information which falls within this definition of Confidential Information; and

D. any copy of any Confidential Information.

Confidential Information shall not include information which:

A. was known or in the possession of the Assignee before it was provided to the Assignee by the Assignor, provided that it was known or in the possession of the Assignee through legal means, and not as a result of any breach of this Agreement or any other agreement or obligation relating to confidentiality;

B. is, or becomes, publicly available through no fault of the Assignee;

C. is provided to the Assignee without restriction or disclosure by a third party who did not breach any confidentiality obligations by making such a disclosure;

D. is provided to the Assignee by the Assignor and is marked "Non-Confidential"; or

E. is required by law or regulation to be disclosed, but in the event that this exception applies, it applies only to the absolute minimum necessary, and provided that the Assignor is first consulted to establish whether and, if so, how far it is possible to prevent or restrict such enforced disclosure.

If there is any doubt as to whether any particular information constitutes Confidential Information, the Assignee shall presume it to be Confidential Information until the Assignee obtains explicit written confirmation from the Assignor that it is not. The Parties further agree that:

A. The Assignee shall keep the Confidential Information confidential and secret;

B. The Assignee shall only use the Confidential Information in accordance with the terms of this Agreement;

C. The Assignee shall hold the Confidential Information in confidence and shall not disclose the same to any person or entity without the prior written consent of the Assignor;

D. The Assignee shall not copy or modify Confidential Information without the prior written consent of the Assignor, except as expressly permitted under this Agreement;

E. The Assignee shall promptly advise the Assignor if it becomes aware of any possible unauthorized disclosure or use of the Confidential Information;

F. The Assignee shall not disclose any Confidential Information to any of its employees, except those employees who are required to have the Confidential Information in order to perform their duties in connection with the purposes of this Agreement, and each such employee shall, upon the request of the Assignor, sign a non-disclosure undertaking substantially in the same terms as this Agreement;

G. The Parties shall, in handling any personal data forming part of the Confidential Information, comply with Republic Act No. 10173, otherwise known as the Data Privacy Act of 2012, and its Implementing Rules and Regulations; and

H. This clause shall survive the termination or expiration of this Agreement.

Art. VII. PROTECTION OF INTELLECTUAL PROPERTY RIGHTS

Each Party shall immediately notify the other Party upon becoming aware of any actual or threatened infringement, imitation, dilution, misappropriation, or other unauthorized use or conduct in derogation of the Work.

The Assignee shall have the sole and exclusive right to commence and control all matters relating to any legal action or to seek any remedy in regard to any infringement, and shall bear the costs thereof. All damages, compensation, and amounts recovered by way of compromise of any kind from any such action or relating to any and all infringement shall be for the sole benefit of the Assignee.

The Assignor shall cooperate fully and in good faith with the Assignee in protecting, securing, or preserving the Assignee's rights to the Work.

Art. VIII. TERMINATION

Upon a material breach of this Agreement by either Party, the other Party may terminate this Agreement, provided that such termination shall only be effective upon written notice of the breach to the breaching Party and the said breach is not cured within Thirty (30) days from the date of such written notice. Material breaches include, but are not limited to:

A. The Assignee's failure to pay the Consideration when due.

Either Party may, at its option, likewise terminate this Agreement if the other Party:

A. Is declared insolvent, or enters into administration, receivership, or liquidation; or

B. Undergoes a substantial change in ownership, whether by merger, acquisition, consolidation, or otherwise.

Upon the termination of this Agreement for any reason, all obligations of the Parties shall cease, except those provisions on Confidentiality and Indemnity which shall survive; provided, however, that any termination of this Agreement shall be without prejudice to the consummated assignment of ownership effected hereunder, save where such termination arises from the Assignee's failure to pay the Consideration in full, in which event the copyright shall revert to the Assignor.

Art. IX. INDEMNITY

The Assignor shall indemnify and hold free and harmless the Assignee and its directors, officers, employees, agents, and representatives from and against any and all damages, losses, penalties, costs, and expenses, including reasonable attorney's fees, arising out of the Assignor's breach of any term or condition of this Agreement or any of its warranties and representations herein.

Art. X. TRANSFER OF RIGHTS

This Agreement shall be binding upon and shall inure to the benefit of the successors-in-interest and permitted assigns of the Parties.

This Agreement may be assigned by the Assignee in favor of a third party without the approval of the Assignor, provided that the Consideration or fees have been fully paid.

Art. XI. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS

The Parties agree to execute such other documents and to perform such acts as are reasonable and necessary for the proper implementation of this Agreement.

Art. XII. APPLICABLE LAW

This Agreement shall be governed by, and construed in accordance with, the laws of the Republic of the Philippines.

Art. XIII. WAIVER

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Art. XIV. COUNTERPARTS

This Agreement may be executed in counterparts, all of which together shall constitute a single agreement. If the dates set forth at the signatures of this document are different, this Agreement shall be considered effective as of the date on which both Parties have signed.

Art. XV. SEVERABILITY

The invalidity of any portion of this Agreement shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall remain in full force and effect as if they had been executed subsequent to the expungement of the invalid provision.

Art. XVI. CUMULATIVE RIGHTS

The rights of the Parties under this Agreement and under the law are cumulative and shall not be construed as exclusive unless otherwise required by law.

Art. XVII. HEADINGS

Headings are for convenience only and shall not affect the interpretation of this Agreement.

Art. XVIII. VENUE OF ACTION

The Parties agree that all actions arising out of or in connection with this Agreement shall be filed exclusively in the competent courts of ________, to the exclusion of all other courts.

Art. XIX. ENTIRETY OF AGREEMENT

This Agreement represents the entire agreement between the Parties and supersedes all prior negotiations, representations, and agreements, whether oral or written.

Art. XX. AMENDMENTS AND MODIFICATIONS

This Agreement may be amended only by a written instrument signed and agreed upon by both Parties.

IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and place first above written.

________
Assignor

By:

________
Authorized Representative

________
Assignee

By:

________
Authorized Representative

Signed in the presence of:

________       ________

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )
PROVINCE OF ________ )
CITY OR MUNICIPALITY OF ________ ) S.S.

BEFORE ME, a Notary Public for and in the City or Municipality of ________, ________, this ________ day of ________, 20________, personally appeared the following persons:

1. ________, with the following competent evidence of identity: ________ with number ________ which expires on ________; and

2. ________, with the following competent evidence of identity: ________ with number ________ which expires on ________;

all known to me and to me known to be the same persons who executed the foregoing Deed of Assignment of Copyright, consisting of ________ pages, including this page on which this Acknowledgement is written, and they acknowledged to me that the same is their free and voluntary act and deed, as well as the free and voluntary act and deed of the corporations they respectively represent.

WITNESS MY HAND AND SEAL on the day, year, and place first above written.

________
NOTARY PUBLIC

Doc. No. ________;
Page No. ________;
Book No. ________;
Series of ________.