Minnesota Pending Patent Assignment Agreement

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                             This is an agreement which effectively assigns a patent holder's rights in a pending patent
                             to another party. A pending patent is where an inventor has filed a patent application, but
                             the patent has not yet been granted. The agreement sets forth the specific terms and
                             conditions of the assignment including the identities of the assignor and assignee, a
                             description of the patent application and payment details. It is necessary to memorialize
                             this transaction in written form and to record it with the United States Patent and Trademark
                             Office in order to prevent any future litigation or disagreements. This document should be
                             used by an individual or company located in Minnesota that wishes to assign or acquire
                             rights in an invention where the patent is still pending.
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                      PENDING PATENT ASSIGMENT AGREEMENT


THIS PENDING PATENT ASSIGMENT AGREEMENT (hereinafter referred to as
“Agreement”) made on this _____ [Month] ____ [Date], 20___, by and between
______________________ [Instruction: Insert the name of patent holder] ,located at
___________________________________________ [Instruction: Insert the address of patent
holder] (hereinafter referred to as “Assignor”), and ___________________ [Instruction: Insert
the name of an individual or entity desiring to obtain the patent license] , a company
organized     and     existing    under     the    laws     of    the     Minnesota,   located    at
___________________________ [Instruction: Insert the address of                   entity/individual]
(hereinafter referred to as " Assignee"). Assignor and Assignee may be referred to individually
as “Party” and collectively as “Parties” to this Agreement.


NOW, THEREFORE, in consideration of the payments set out in this Agreement Assignor has
authorized the Assignee to use the patent on the terms and conditions contained herein
(“Assignment”).

1. Definition:


   Pending Patent: Pending Patent means that inventor has either filed a Provisional
   application or a complete application for a patent which is not yet granted.


2. Patent Description:
   On _____ [Month] ____ [Date], 20___, Assignor filed for a Provisional Patent application
   with USPTO
   Patent Title                                : _____________________________
   Patent Application Serial Number            : _____________________________
   and the inventions set forth and described in that Application (“Invention”), and described as
   follows:




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   [Instruction: Insert the Description of Invention]
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
____________________________________________________________


3. Assignment:
   Pursuant to and for the consideration set out in Clause below, the Assignor hereby vests,
   transfers and assigns to the Assignee, absolutely with full title guarantee, all its right, title,
   interest, claim and demand in and to the Patent Pending application including :


   a) the right to claim priority from and to prosecute and obtain grant of patent; and
   b) the right to file divisional applications based thereon and to prosecute and obtain grant of
       patent on such divisional application;
   c) in respect of Invention, the right to file an application, claim priority from such
       application, and prosecute and obtain grant of patent or similar protection in or in respect
       of any country or territory in the world;
   d) the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain
       relief (and to retain any damages recovered) in respect of any infringement, or any other
       cause of action arising from ownership of any of the Patents or any patents granted on
       any of the Patent applications filed as aforesaid, whether occurring before, on or after the
       date of this Assignment.

4. Payment:
   In consideration for the Assignment of the Patents, Inventions and Improvements hereunder,
   Assignor shall receive the following compensation:
   A flat fee of ________ ($___) [Instruction: Insert the amount E.g., twenty thousand
   dollars only ($20,000) as full payment for all rights granted. Payment shall be made upon
   execution of this Agreement.



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5. Improvements [OPTIONAL]
   a) If the Assignor makes, devises, or discovers, or otherwise acquires rights in, any
       Improvement he shall, promptly notify the Assignee in writing, giving details of the
       Improvement.
   b) Unless prohibited by law, the Assignor shall immediately assign, vest and transfer to the
       Assignee, for no additional consideration, all such Improvements and the Inventions
       related thereto which shall be then regarded as part of the Patents, and the provisions of
       the Agreement shall apply to them (subject to the applicable changes). If any applicable
       law prohibits such Assignment for no additional consideration, the Parties hereby agree
       that the additional consideration to be paid for the assignment of Improvements shall be
       _________ ($__) [One US Dollar only ($1)] [Instruction: Insert the amount].
   c) Notwithstanding the above, if by the operation of law such assignments are not possible,
       the Assignor shall grant the Assignee, for no additional consideration, a worldwide,
       royalty-free, irrevocable, perpetual exclusive license to use, make, manufacture, sell,
       reproduce,
       distribute, modify, display, prepare derivative works, or any other rights available with
       respect to Improvements and any rights therein.

6. Representations and Warranty:
   The Patent is pending. The Patent covering the Invention for which the Patent application
   was filed is the sole property of the Assignor, without any contribution, assistance,
   participation or alleged rights of any third party.


7. Indemnity:
   The Assignor shall indemnify and hold the Assignee harmless against all and any loss,
   damages, liability and costs (including reasonable legal expenses) that the Assignee suffers
   or incurs as a result of or in connection with any breach by the Assignor of the warranties in
   Clause 6 above or other obligations under this Agreement. At the request of the Assignee and
   at his expense, the Assignor shall provide all reasonable assistance to enable the Assignee to




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       resist any claim, action or proceedings brought against the Assignee as a consequence of that
       breach. This indemnity shall apply whether or not the Assignee has been negligent or at fault.


8. Termination:
       a) Option of Assignee: Assignee may terminate the license granted by this Agreement,
           provided Assignee shall not be in default hereunder, by giving Assignor ___________
           (___) [◊ Ninety (90)] days written notice of his intention to do so. If such notice shall
           be given, then upon the expiration of such __________ (___) [◊ Ninety (90)] days the
           termination shall become effective; but such termination shall not operate to relieve
           Assignee from his obligation to pay royalties or to satisfy any other obligations, accrued
           hereunder prior to the date of such termination.


       b) Option to Assignor: Assignor may, at his option, terminate this Agreement by written
           notice to Assignee in case of:
   i.      Default in the payment of fees required to be paid by Assignee to Assignor hereunder;
 ii.       Default in the performance of any other material obligation contained in this Agreement
           on the part of Assignee to be performed and such default shall continue for a period of
           ___________ (___) [◊ Ninety (90)] days after Assignor shall have given to Assignee
           written notice of such default;
 iii.      Adjudication that Assignee is bankrupt or insolvent;
 iv.       The filling by Assignee of a petition of bankruptcy, or a petition or answer seeking
           reorganization, readjustment or rearrangement of his business or affairs under any law or
           governmental regulation relating to bankruptcy or insolvency. The appointment of a
           receiver of the business or for all or substantially all of the property of Assignee; or the
           making by Assignee of assignment or an attempted assignment for the benefit of his
           creditors; or the institution by Assignee of any proceedings for the liquidation or winding
           up of his business or affairs.


9. Encumbrance:
       Each Patent is free from any encumbrance, security interest, option, mortgage, charge, lien,
       right of third party or other adverse rights.



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   If not specify below:
   ___________________________________________________________________________
   ___________________________________________________________________________
   ___________________________________________________________________________
   ___________________________________________________________________________
   ___________________________________________________________________________
   _________________________________________________________________________
   [Instruction: Describe if there is any lien or encumbrance]


10. Sub-Assignment:
Assignee shall not license, sub assign, transfer, or otherwise convey assignment's rights or
obligations under this Agreement without Assignor's prior written consent. Assignee shall
indemnify and hold harmless Assignor against all liability, costs, and expenses, including, but
not limited to, a reasonable attorneys' fee, arising out of or in connection with claims relating to
an attempted license, sub assignment, transfer, or other conveyance of Assignee's rights and
obligations.


11. General Provisions:
   a) Successors/Assigns: This Agreement is binding upon and shall inure to the benefit of the
       respective successors and/or assigns of the Parties hereto.


   b) Amendment and Modification: This Agreement sets forth the entire agreement between
       the Parties with respect to the subject matter hereof, and may not be modified or amended
       except by written agreement executed by the Parties hereto.


   c) Arbitration: Any dispute relating to the interpretation or performance of this Agreement
       shall be resolved at the request of either Party through binding arbitration. Arbitration
       shall be conducted in Minnesota in accordance with the then-existing rules of the
       American Arbitration Association. Judgment upon any award by the arbitrators may be
       entered by any state or federal court having jurisdiction. Both Parties intend that this
       agreement to arbitrate be irrevocable.



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   d) Independent Business Relationship: Assignor and Assignee are independent
       contractors and are not and shall not be construed as joint ventures, partners,
       employer/employee, or agents of the other and neither shall have the power to bind or
       obligate the other, except as set forth in this Agreement.


   e) Publicity: Neither Party will make any public announcement or issue any press release
       concerning the terms of this Agreement without the prior approval of both Parties.


   f) Waivers: The waiver by either Party of a breach or other violation of any provision of
       this Agreement shall not operate as, or be construed to be, a waiver of any subsequent
       breach of the same or other provision of this Agreement.


   g) Effects of and Procedure on Termination: Upon the expiration or termination of this
       Agreement, Assignee agrees immediately to discontinue all use of the pending Patent.

   h) Counterparts: This Agreement may be executed in several counterparts, each of which
       shall be an original, but all of which together shall constitute one and the same
       Agreement.


   i) Inadequate Legal Remedy: Both Parties understand and acknowledge that violation of
       their respective covenants and agreements may cause the other irreparable harm and
       damage, that may not be recovered at law, and each agrees that the other’s remedies for
       breach may be in equity by way of injunctive relief, as well as for damages and any other
       relief available to the non-breaching party, whether in law or in equity.


   j) Articles and Other Headings:            The articles and other headings contained in this
       Agreement are for reference purposes only, and shall not affect in any way the meaning
       or interpretation of the terms of this Agreement.


   k) Governing Law/ Forum: This Agreement shall be governed by the laws of the State of
       Minnesota, applicable to agreements made and to be wholly performed therein.



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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed the day and
year set forth above.


[Name and Address of Assignor]




By      : ________________________
Title   : ________________________




[Name and Address of Assignee]




By      : ________________________
Title   : ________________________




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