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This patent application assignment is between Name Business / Individual , an individual State Assignor Biz Type (the "Assignor") and Name Business / Individual , an individual State Assignee Business Type (the "Assignee").
The Assignor has invented certain new and useful inventions (the "Inventions") and has applied for patents on the Inventions, which are listed on Exhibit A (collectively, the "Applications").
The Assignor wishes to transfer to the Assignee, and the Assignee wishes to purchase and receive from the Assignor, all of its interest in the Inventions and Applications.
The parties therefore agree as follows:
1. ASSIGNMENT OF APPLICATIONS.
Effective as of the Effective Date, the Assignor assigns to the Assignee, and the Assignee assumes from the Assignor, all of the Assignor's interest in the following in the following in the United States and its territories and throughout the world:
2. CONSIDERATION.
The Assignee shall pay the Assignor a flat fee of $ Amount as full payment for all rights granted under this agreement. The Assignee shall complete this payment no later than Date .
3. AUTHORIZATION TO DIRECTOR.
The Assignor hereby authorizes the director of the United States Patent & Trademark Office to issue all patents and registrations that may be granted on the Inventions to the Assignee, as the assignee of the entire interest in those, for the Assignee's sole use to the full end of the term for which those patents may be granted, as fully and entirely as they would have been held by the Assignor had this assignment and sale not been made.
4. NO EARLY ASSIGNMENT.
The Assignee may not assign or otherwise encumber its rights in the Inventions, Applications, or associated registrations until it has paid to the Assignor the full consideration provided for in this assignment. Any assignment or encumbrance contrary to this provision shall be void.
5. ASSIGNOR'S REPRESENTATIONS.
The Assignor hereby represents to the Assignee that it:
The Assignor shall immediately notify the Assignee in writing if any facts or circumstances arise that would make any of the representations in this assignment inaccurate.
6. DOCUMENTATION.
The Assignor will, as soon as is reasonably possible following a request from the Assignee, provide the Assignee with a complete copy of all documentation (in any format) relating to the Inventions and Applications for the Assignee's own use, to meet record-keeping requirements of the Assignee, or to allow the Assignee to assert its rights granted pursuant to this assignment. The Assignor will also, on request and without further consideration:
7. NO FURTHER USE OF INVENTIONS.
After the Effective Date, the Assignor shall make no further use of the Inventions or any equivalent, except as authorized by the prior written consent of the Assignee, and the Assignor shall not challenge the Assignee's use or ownership, or the validity, of the Inventions. Assignor / Assignee
8. INDEMNIFICATION.
The Assignor shall indemnify the Assignee against:
If the Assignee is enjoined from further practice or use of any infringing Applications or Inventions or if the Assignee stops using any of the Inventions because of the Assignor's request (as described in (d) above), the Assignor shall, at its own expense:
The Assignor shall have no other obligations or liability if infringement occurs, and shall have no other obligation of indemnification relating to infringement. The Assignor will not be liable for any costs or expenses incurred without its prior written authorization and shall have no obligation of indemnification or any liability if the infringement is based on (i) any modified form of the Applications or Inventions not made by the Assignor or (ii) the laws of any country other than the United States of America or its states.
9. GOVERNING LAW.
10. AMENDMENTS.
No amendment to this assignment will be effective unless it is in writing and signed by a party or its authorized representative.
11. ASSIGNMENT AND DELEGATION.
12. COUNTERPARTS; ELECTRONIC SIGNATURES.
13. SEVERABILITY.
If any one or more of the provisions contained in this assignment is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this assignment, but this assignment will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this assignment to be unreasonable.
14. NOTICES.
| Name/title Assignor Name | |
| Street address | |
| City , State ZIP Code | |
| Name/title Assignee Name | |
| Street address | |
| City , State ZIP Code | |
15. WAIVER.
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this assignment will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
16. ENTIRE AGREEMENT.
This assignment constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement about the subject matter of this assignment. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this assignment are expressly merged into and superseded by this assignment. The provisions of this assignment may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this assignment by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this assignment. Except as set forth expressly in this assignment, there are no conditions precedent to this assignment's effectiveness.
17. HEADINGS.
The descriptive headings of the sections and subsections of this assignment are for convenience only, and do not affect this assignment's construction or interpretation.
18. EFFECTIVENESS.
This assignment will become effective when all parties have signed it. The date this assignment is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this assignment.
19. NECESSARY ACTS; FURTHER ASSURANCES.
Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this assignment contemplates or to evidence or carry out the intent and purposes of this assignment.
SIGNATURE PAGE FOLLOWS
Each party is signing this agreement on the date stated opposite that party's signature.
| Assignor Name | |
Date: _________________ |
By: __________________________________________ |
| Name: Yes / No Assignor Name Name Title: Title |
|
| Assignee Name | |
Date: _________________ |
By: __________________________________________ |
| Name: Yes / No Assignee Name Title: Title |
PAGE BREAK HERE
EXHIBIT A
LIST OF APPLICATIONS
| INVENTION NAME | INVENTOR'S NAME | DATE(S) OF EXECUTION OF DECLARATION | REGISTRATION OR APPLICATION NUMBER | REGISTRATION OR FILING DATE |
| Invention name | Inventor name | Date | Application number | Date Yes / No |
| Invention name | Inventor name | Date | Application number | Date Yes / No |
| Invention name | Inventor name | Date | Application number | Date Yes / No |
| Invention name | Inventor name | Date | Application number | Date Yes / No |
| Invention name | Inventor name | Date | Application number | Date |
PAGE BREAK HERE
FORM OF RECORDABLE PATENT APPLICATION ASSIGNMENT
For good and valuable consideration, the receipt of which is hereby acknowledged, between Assignor Name , an individual Assignor State Assignor Biz Type (the "Assignor") and Assignee Name , an individual Assignee Business State Assignee Business Type (the "Assignee") all of the Assignor's interest in the Assigned Patent Applications identified in Attachment A to this assignment, and the Assignee accepts this assignment.
Each party is signing this agreement on the date stated opposite that party's signature.
| Assignor Name | |
Date: ________________________ |
By: __________________________________________ |
| Name: Assignor Name Alt Assignor Name | |
| Title: Assignor Title | |
| NOTARIZATION: | |
| Assignee Name | |
| Date: ________________________ | By: __________________________________________ |
| Name: Assignee Name | |
| Title: Assignee Title | |
| NOTARIZATION: |
PAGE BREAK HERE
ATTACHMENT A
ASSIGNED PATENT APPLICATIONS
| INVENTION NAME | INVENTOR'S NAME | DATE(S) OF EXECUTION OF DECLARATION | REGISTRATION OR APPLICATION NUMBER | REGISTRATION OR FILING DATE |
| Invention Name | Inventor Name | Patent Dec Date | Application Number | Filing Date |
| Invention Name2 | Inventor Name2 | Patent Dec Date2 | Application Number2 | Filing Date2 |
| Invention Name3 | Inventor Name3 | Patent Dec Date3 | Application Number3 | Filing Date3 |
| Invention Name4 | Inventor Name4 | Patent Dec Date4 | Application Number4 | Filing Date4 |
| Invention Name5 | Inventor Name5 | Patent Dec Date5 | Application Number5 | Filing Date5 |