Nebraska Patent Assignment Agreement


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                             This is an agreement which effectively assigns a patent holder's rights in and to a patent to
                             another party. The agreement sets forth the specific terms and conditions of the
                             assignment including the identities of the assignor and assignee, a patent description 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 Nebraska that assigns or acquires patent rights in an invention.

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                           PATENT ASSIGNMENT AGREEMENT

THIS PATENT ASSIGNMENT AGREEMENT made on this ____ [Month] ____ [Date],
20____ by and between ______________________ [Instruction: Insert the name of patent
holder], residing at ___________________________________________ [Instruction: Insert
the address of patent holder] (hereinafter referred to as the “Assignor”), and
___________________ [Instruction: Insert the name of an individual or entity desiring to
obtain the patent rights], having an address at ___________________________ [Instruction:
Insert the address of assignee entity/individual] (hereinafter referred to as the “Assignee”).
Assignor on the one hand and Assignee on the other hand, are each sometimes referred to herein
as “Party” and collectively as the “Parties” to this Agreement.

NOW, THEREFORE, In consideration of the payments set out in this Agreement, the Assignor
has authorized the Assignee to use the patent on the terms and conditions contained herein

1. Definition

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

2. Patent Description

   By application dated ____ [Month] ____ [Date], 20____, the Assignor applied for and
   subsequently received from the United States Patent & Trademark Office a Patent dated
   ____ [Month] ____ [Date], 20____ bearing Patent Number _____________ [Instruction:
   Insert the patent application number], a copy of which is attached to this Assignment as
   Exhibit A, reduced to practice on ____ [Month] ____ [Date], 20____.

3. Assignment

   Pursuant to and for the consideration set out in Clause 4 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.

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 ($20,000) [Instruction: Insert the amount] 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, it shall promptly notify the Assignee in writing, giving details of the

   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 provision 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 ($1)] [Instruction: Insert the amount].

   c) Notwithstanding the above, if by the operation of law such assignment is 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 Assignor hereby represents and warrants that, till date, the Patent has not been
   invalidated by judicial courts and is in full force and effect. The Patent covering the
   Invention for which the Patent is granted 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 its expense, the Assignor shall provide all reasonable assistance to enable the Assignee to
   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: The Assignee may terminate the license granted by this agreement,
      provided the Assignee shall not be in default hereunder, by giving the Assignor
      ___________ (___) [◊ Ninety (90)] days notice to its 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
      the Assignee from its obligation to pay royalties or to satisfy any other obligations,
      accrued hereunder prior to the date of such termination.

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   b) Option of Assignor: The Assignor may, at its option, terminate this agreement by written
      notice to the Assignee in case of:

       i.   Default in the payment of fees required to be paid by the Assignee to the Assignor

     ii.    Default in the performance of any other material obligation contained in this
            Agreement on the part of the Assignee to be performed and such default shall
            continue for a period of ___________ (___) [◊ Thirty (30)] days after the Assignor
            shall have given to the Assignee written notice of such default;

     iii.   Adjudication that the Assignee is bankrupt or insolvent;

     iv.    The filing by the Assignee of a petition of bankruptcy, or a petition or answer seeking
            reorganization, readjustment or rearrangement of its 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 the Assignee;
            or the making by the Assignee of assignment or an attempted assignment for the
            benefit of its creditors; or the institution by the Assignee of any proceedings for the
            liquidation or winding up of its 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.

   If not specify below:

   [instruction: Describe if there is any liens or encumbrances]

10. Sub-Assignment

   The Assignee shall not license, sub-assign, transfer or otherwise convey assignment's rights
   or obligations under this Agreement without the Assignor's prior written consent. The
   Assignee shall indemnify and hold harmless the 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 the 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.

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   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 Nebraska 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.

   d) Independent Business Relationship: The Assignor and the Assignee are independent
      contractors and are not and shall not be construed as joint venturers, 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) Cumulative Rights: Any specific right or remedy provided in this Agreement will not be
      exclusive but will be cumulative upon all other rights and remedies described in this
      section and allowed under applicable law.

   f) 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.

   g) 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.

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

   i) 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

   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.

   ii. 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.

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

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

[Name and Address of Assignor]                         [Name and Address of Assignee]

By      : ________________________             By      : ________________________

Title   : ________________________             Title   : ________________________

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                                            EXHIBIT A

                                  DESCRIPTION OF PATENT

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