Free Intellectual Property (IP) Assignment Template

DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: (a) “Assigned IP” means all intellectual property rights described in Section 2 of this Agreement, together with all goodwill associated therewith and all rights to sue for past, present, and future infringement, misappropriation, or violation thereof; (b) “Derivative Works” means any work that is based upon, derived from, or incorporates any portion of the Assigned IP, including without limitation modifications, enhancements, improvements, translations, adaptations, compilations, and any other form in which the Assigned IP may be recast, transformed, or adapted; (c) “Intellectual Property Rights” means all rights in and to patents, patent applications, copyrights, copyright registrations, trademarks, trademark registrations, trade secrets, know-how, trade dress, domain names, and all other intellectual property rights of any kind, whether registered or unregistered, arising under the laws of any jurisdiction worldwide; and (d) “Work Product” means all documents, materials, data, code, designs, prototypes, and other tangible or intangible items created by or on behalf of Assignor in connection with the development of the Assigned IP.

DESCRIPTION OF ASSIGNED INTELLECTUAL PROPERTY

Assignor hereby assigns, transfers, and conveys to Assignee all of Assignor's right, title, and interest in and to the following intellectual property (the “Assigned IP”): Type: Software. Description: CloudSync Pro - a cloud-based file synchronization and backup software application, including all source code (JavaScript, Python, Go), user interface designs, API specifications, database schemas, documentation, and deployment scripts. Version 3.2.1 and all prior versions.. Registration/Application Numbers: U.S. Copyright Reg. No. TX0009234567. The Assigned IP includes, without limitation, all: (a) patents, patent applications, and patent rights, including all continuations, continuations-in-part, divisionals, reissues, re-examinations, and extensions thereof; (b) copyrights, copyright registrations, and copyright applications; (c) trademarks, service marks, trade names, trade dress, and all applications and registrations therefor; (d) trade secrets, know-how, proprietary information, and confidential business information; (e) domain names and social media accounts associated with the Assigned IP; (f) source code, object code, documentation, and all related materials; and (g) all goodwill associated with any of the foregoing.

ASSIGNMENT AND TRANSFER

Assignor hereby irrevocably assigns, transfers, and conveys to Assignee, and Assignee hereby accepts, all of Assignor's right, title, and interest in and to the Assigned IP, including without limitation: (a) all Intellectual Property Rights in and to the Assigned IP throughout the world, in perpetuity; (b) all rights to create Derivative Works based upon the Assigned IP; (c) all rights to sue for, collect, and retain damages, costs, and attorneys' fees for past, present, and future infringement, misappropriation, dilution, or other violation of the Assigned IP; (d) all rights of priority and protection of interests in the Assigned IP under applicable law; (e) all Work Product associated with the Assigned IP; and (f) all rights corresponding to the foregoing throughout the world. This assignment is intended to operate as a present, written assignment satisfying (i) 17 U.S.C. §204(a) (statute-of-frauds requirement for transfer of copyright ownership) and, where applicable, §101 (definition of "work made for hire") and §201(b) (initial ownership vesting in employer); (ii) 35 U.S.C. §261 (patents assignable only by instrument in writing; instrument shall be void as against subsequent bona fide purchasers unless recorded within the statutory period); and (iii) 15 U.S.C. §1060(a) (trademark assignments must be made together with the goodwill of the business symbolized by the mark, and are void against subsequent good-faith purchasers unless recorded with the USPTO within three months of the assignment date or prior to such subsequent purchase). Where the Assigned IP includes software, such assignment is deemed to include all "works made for hire" within the meaning of 17 U.S.C. §101, and, to the extent any portion does not so qualify, Assignor makes the present written assignment contemplated by 17 U.S.C. §204(a). This assignment is effective as of the date first written above and is intended to be a present, unconditional, and irrevocable assignment of all rights. Assignor agrees that Assignee shall be entitled to exercise all rights of ownership in the Assigned IP from and after the date of this Agreement as if Assignee were the original owner thereof.

CONSIDERATION

In consideration for the assignment of the Assigned IP, Assignee shall pay to Assignor the total sum of 125,000.00 USD (the “Consideration”). The Consideration shall be paid within thirty (30) days of the execution of this Agreement by wire transfer, check, or other mutually agreed payment method. Assignor acknowledges that the Consideration represents the full and complete payment for the Assigned IP and that Assignor shall not be entitled to any additional compensation, royalties, or other payments in connection with the Assigned IP or Assignee's use thereof. The Parties agree that the Consideration is fair and adequate for the rights conveyed hereunder.

MORAL RIGHTS WAIVER

To the extent permitted by applicable law, Assignor hereby irrevocably waives and agrees never to assert any and all moral rights, rights of attribution, rights of integrity, rights of disclosure, rights of withdrawal, and any other similar rights recognized under the laws of any jurisdiction (collectively, “Moral Rights”), including without limitation the rights of attribution and integrity granted by the Visual Artists Rights Act of 1990, 17 U.S.C. §106A (as to works of visual art), that Assignor may have in or to the Assigned IP or any Derivative Works thereof. Assignor consents to any action with respect to the Assigned IP that would otherwise violate Assignor's Moral Rights, including without limitation the right to modify, adapt, translate, or create derivative works based on the Assigned IP, and the right to use or not use Assignor's name in connection with the Assigned IP. If Moral Rights may not be waived under applicable law, Assignor agrees not to assert such rights against Assignee or Assignee's successors, assigns, licensees, or transferees.

STATUTORY NOTICE — EMPLOYEE INVENTION CARVE-OUT

Notice required by California Labor Code §2870 and the analogous statutes of Delaware (19 Del. C. §805), Illinois (765 ILCS 1060/2), Kansas (Kan. Stat. Ann. §44-130), Minnesota (Minn. Stat. §181.78), North Carolina (N.C.G.S. §66-57.1), Utah (Utah Code §34-39-3), and Washington (RCW 49.44.140). Notwithstanding any other provision of this Agreement, this Agreement does not require Assignor to assign or offer to assign to Assignee any invention for which no equipment, supplies, facilities, or trade secret information of Assignee was used and which was developed entirely on Assignor's own time, unless (a) the invention relates at the time of conception or reduction to practice to the business of Assignee, or to Assignee's actual or demonstrably anticipated research or development; or (b) the invention results from any work performed by Assignor for Assignee. To the extent a provision of this Agreement purports to require assignment of any invention falling within the protection of such statutes, the provision is, against the public policy of the applicable state and by this carve-out, to such extent unenforceable. Assignor has been given a written copy of this notice as required by the applicable statute.

DTSA Whistleblower Immunity Notice (18 U.S.C. §1833(b)). Assignor is hereby further notified, in accordance with 18 U.S.C. §1833(b)(3), that: (i) an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (ii) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Trade secrets are protected under the Defend Trade Secrets Act of 2016, 18 U.S.C. §§1836-1839, and the applicable state's Uniform Trade Secrets Act.

REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

Assignor represents and warrants to Assignee as follows: (a) Assignor is the sole and exclusive owner of the entire right, title, and interest in and to the Assigned IP, free and clear of all liens, security interests, encumbrances, claims, options, and restrictions of any kind whatsoever; (b) The Assigned IP has not been previously assigned, transferred, licensed, pledged, or encumbered in any manner that would conflict with or impair the rights granted to Assignee under this Agreement, and there are no outstanding agreements, options, or commitments granting any third party any rights in the Assigned IP; (c) To the best of Assignor's knowledge, there are no pending or threatened claims, actions, suits, proceedings, or investigations alleging that the Assigned IP infringes, misappropriates, or violates the intellectual property rights of any third party, and Assignor has not received any notice of any such claim; (d) Assignor has the full power, authority, and legal right to enter into this Agreement and to assign the Assigned IP to Assignee as contemplated herein, and the execution and delivery of this Agreement and the performance of Assignor's obligations hereunder do not conflict with any other agreement or obligation to which Assignor is a party or by which Assignor is bound; (e) To the best of Assignor's knowledge, the Assigned IP is valid, subsisting, and enforceable, and all necessary filings, registrations, and maintenance fees have been timely made and paid to maintain the Assigned IP in full force and effect. These representations and warranties shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. If any representation or warranty is found to be inaccurate or breached, Assignor shall be liable for all damages, losses, costs, and expenses (including reasonable attorneys' fees) incurred by Assignee as a result of such inaccuracy or breach.

FURTHER ASSURANCES AND COOPERATION

Assignor agrees to execute and deliver, at Assignee's request and expense, any and all further instruments, documents, and agreements, and to take any and all further actions, as may be reasonably necessary or desirable to perfect, confirm, record, or effectuate the assignment of the Assigned IP to Assignee, including without limitation: (a) executing formal assignment documents for filing and recordation with the United States Patent and Trademark Office pursuant to 35 U.S.C. §261 (patents — recordation within three (3) months of assignment or before any subsequent purchase protects against subsequent bona fide purchasers) and 15 U.S.C. §1060(a) (trademarks — recordation with USPTO Assignment Recordation Branch), and with the United States Copyright Office pursuant to 17 U.S.C. §205, or any equivalent governmental authority in any jurisdiction worldwide; (b) providing testimony, declarations, or affidavits in support of any application, registration, or enforcement action relating to the Assigned IP; (c) cooperating in the prosecution, maintenance, and defense of any patent, trademark, copyright, or other intellectual property application or registration; and (d) taking any other action reasonably requested by Assignee to vest full title to the Assigned IP in Assignee. Assignor's obligations under this Section shall survive the expiration or termination of this Agreement and shall be binding upon Assignor's heirs, executors, administrators, and successors.

POWER OF ATTORNEY

Assignor hereby irrevocably appoints Assignee as Assignor's attorney-in-fact, with full power of substitution, to execute and deliver on Assignor's behalf any and all documents, instruments, and applications, and to take any and all actions, that may be necessary or desirable to perfect, record, or effectuate the assignment of the Assigned IP to Assignee, including without limitation the filing of assignment documents with the United States Patent and Trademark Office, the United States Copyright Office, or any equivalent governmental authority in any jurisdiction worldwide. This power of attorney is coupled with an interest and shall be irrevocable. Assignee shall exercise this power of attorney only if Assignor fails or refuses to execute and deliver the necessary documents within fifteen (15) business days after Assignee's written request, or if Assignor is unable to execute such documents due to death, incapacity, or other unavailability.

NON-COMPETITION

For a period of 2 years following the date of this Agreement, Assignor shall not, directly or indirectly, develop, create, design, manufacture, market, sell, license, distribute, or otherwise exploit any product, service, technology, or intellectual property that is substantially similar to, competitive with, or derived from the Assigned IP. This restriction applies worldwide and covers any activity performed by Assignor individually, as an employee, consultant, contractor, partner, officer, director, or shareholder of any entity. Assignor acknowledges that this non-competition covenant, entered in connection with the sale of intellectual property, is reasonable in scope, duration, and geographic extent, and is necessary to protect Assignee's legitimate business interests in the Assigned IP and the goodwill conveyed hereunder. State-law disclosure. Post-employment non-competition covenants are substantially prohibited or restricted in several jurisdictions — see, e.g., Cal. Bus. and Prof. Code §16600 (with the narrow sale-of-business exception under §16601), Okla. Stat. §219A, N.D. Cent. Code §9-08-06, Minn. Stat. §181.988, and Wash. RCW 49.62.020 — and this provision shall be enforced only to the extent permitted by the law governing this Agreement. Where enforcement would otherwise be barred, this Section shall be construed in accordance with the "blue-pencil" or reasonable-modification doctrine applicable under the governing law (Restatement (Second) of Contracts §188; BDO Seidman v. Hirshberg, 93 N.Y.2d 382 (1999)).

INDEMNIFICATION

Assignor shall indemnify, defend, and hold harmless Assignee and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and court costs) arising from or relating to: (a) any breach of any representation, warranty, or covenant of Assignor contained in this Agreement; (b) any claim by a third party that the Assigned IP infringes, misappropriates, or violates the intellectual property rights of such third party (including, without limitation, any claim for patent infringement under 35 U.S.C. §271, copyright infringement under 17 U.S.C. §501, trademark infringement or unfair competition under 15 U.S.C. §§1114 or 1125, or trade-secret misappropriation under 18 U.S.C. §1836 or the applicable state Uniform Trade Secrets Act), to the extent that such claim relates to Assignor's acts or omissions prior to the date of this Agreement; or (c) any act or omission of Assignor in connection with the development, creation, or ownership of the Assigned IP prior to the date of this Agreement. Assignee shall provide Assignor with prompt written notice of any claim for which indemnification is sought and shall cooperate with Assignor in the defense of such claim. Assignor shall have the right to control the defense of any such claim, provided that Assignee shall have the right to participate in the defense at its own expense.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in the State of California. Each Party hereby irrevocably consents to the personal jurisdiction of such courts and waives any objection to venue.

GENERAL PROVISIONS

Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations. Amendment: No amendment or modification of this Agreement shall be valid unless made in writing and signed by both Parties. Severability: If any provision is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Binding Effect: This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, successors, and assigns. Waiver: The failure of either Party to enforce any provision shall not constitute a waiver of future enforcement rights. Counterparts: This Agreement may be executed in counterparts, including electronic counterparts, each of which shall be deemed an original.