INTELLECTUAL PROPERTY RELEASE AND ASSIGNMENT AGREEMENT
State of ________
This Intellectual Property Release and Assignment Agreement (hereinafter the “Release” or “Agreement”) is made and entered into effective as of ________ (the “Effective Date”), by and between the following parties:
________ (hereinafter “Creator”), an individual residing at, or an entity organized under the laws of ________, having an address at:
________
and ________ (hereinafter “New Rights Holder”), an individual residing at, or an entity organized under the laws of ________, having an address at:
________
Creator and New Rights Holder are referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, Creator owns all right, title, and interest in and to certain intellectual property, including without limitation all associated copyrights, trademarks, patents, trade secrets, moral rights, and other proprietary rights therein, more particularly described as follows (the “Work”):
________
WHEREAS, the Work includes, where applicable, the registration or application identified as follows: ________;
WHEREAS, New Rights Holder wishes to acquire all right, title, and interest in and to the Work;
WHEREAS, Creator is willing to release, assign, and relinquish all right, title, and interest in and to the Work to New Rights Holder upon the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the sum of ________ and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
§ 1. RELEASE AND ASSIGNMENT
1.1. Creator hereby irrevocably and unconditionally releases, assigns, transfers, and conveys to New Rights Holder, and New Rights Holder hereby accepts, all of Creator’s absolute and exclusive right, title, and interest in and to the Work, including without limitation the exclusive rights to reproduce, prepare derivative works based upon, distribute copies of, perform, and display the Work, as applicable, throughout the world and for the full duration of any term of protection, including all renewals, extensions, and reversions thereof.
1.2. Following execution of this Release, Creator retains no right, title, or interest in or to the Work, and the unconditional ability to use, license, register, and exploit the Work belongs exclusively to New Rights Holder.
1.3. To the maximum extent permitted by applicable law, Creator hereby irrevocably waives, and agrees not to assert against New Rights Holder or its successors, any and all moral rights, rights of attribution and integrity, and similar rights in and to the Work.
§ 2. FURTHER ASSURANCES
2.1. Creator agrees to execute and deliver, promptly upon request and without additional consideration, any further documents and instruments, and to perform any further acts, reasonably necessary to perfect, record, or evidence the rights assigned hereunder, including documents suitable for recordation with the United States Copyright Office and/or the United States Patent and Trademark Office, as applicable.
2.2. Creator hereby appoints New Rights Holder as its attorney-in-fact, coupled with an interest, solely to execute such instruments in Creator’s name should Creator fail to do so within a reasonable time after request.
§ 3. REPRESENTATIONS AND WARRANTIES
3.1. Creator represents and warrants that: (a) Creator is the sole and exclusive owner of all right, title, and interest in and to the Work; (b) the Work is original and was created solely by Creator; (c) no other individual or entity holds or may claim any right, title, or interest in or to the Work; (d) the Work does not infringe upon or misappropriate any intellectual property or other proprietary right of any third party; (e) the Work is free and clear of all liens, encumbrances, licenses, and adverse claims; and (f) Creator has full right, power, and authority to enter into this Release and to grant the rights conveyed herein.
3.2. Creator agrees to indemnify, defend, and hold harmless New Rights Holder and its successors and assigns from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of any breach of the representations and warranties set forth in this Agreement.
§ 4. LEGAL CAPACITY
Creator represents and warrants that Creator is of full legal age and has the legal capacity and authority to contract in the State of ________ and the United States of America.
§ 5. SUCCESSORS AND ASSIGNS
The rights and obligations under this Agreement shall inure to the benefit of, and be binding upon, the Parties and their respective heirs, executors, administrators, successors, and permitted assigns.
§ 6. GOVERNING LAW, JURISDICTION, AND VENUE
This Release shall be governed by and construed in accordance with the laws of the State of ________, without regard to its conflict-of-laws principles, and applicable federal laws of the United States, including the Copyright Act (17 U.S.C. § 101 et seq.), the Lanham Act (15 U.S.C. § 1051 et seq.), and the Patent Act (35 U.S.C. § 1 et seq.), as applicable. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in ________ for the resolution of any dispute arising out of or relating to this Release.
§ 7. COUNTERPARTS AND ELECTRONIC SIGNATURES
This Release may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. Signatures transmitted electronically or by facsimile, and electronic signatures executed in accordance with the federal E-SIGN Act (15 U.S.C. § 7001 et seq.) and applicable state law, shall be deemed valid and binding. If the dates of execution differ, this Release shall be effective as of the later date of signature.
§ 8. ADVICE OF COUNSEL
Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore eu fugiat nulla pariatur lorem ipsum dolor sit amet consectetur adipiscing.
§ 9. ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY; WAIVER
Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore eu fugiat nulla pariatur lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below.
CREATOR
________________________________________
________ (Print Name)
________________________________________
Signature of ________
________________________________________
Date
NEW RIGHTS HOLDER
________________________________________
________ (Print Name)
________________________________________
Signature of ________
________________________________________
Date
ACKNOWLEDGMENT (NOTARY)
State of ________
County of ________
On this ________, before me, the undersigned notary public, personally appeared ________, proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged that he/she/they executed the same for the purposes therein contained.
________________________________________
Notary Public Signature
My commission expires: ________