New York Assignment of Pre-Employment Works


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                             This is an agreement which transfers intellectual property (a copyright, patent or trademark)
                             an employee created pre-employment to the employer. By entering into this agreement,
                             the employer obtains the right to reproduce, advertise, publish and transmit the work by any
                             means. This agreement allows for customization by allowing the employee to disclose any
                             prior licenses pertaining to the work product under paragraph two. This document is ideal
                             for small businesses or other entities located in New York that want to purchase the pre-
                             employment intellectual property rights of their employees.

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   WHEREAS _________________________ [Instruction: Insert name of the assignor] of
_________________________________ [Instruction: Insert the address of Assignor]
(“Assignor”) has become employed by _____________________________ [Instruction: Insert
the Name of Assignee] of _________________________________ [Instruction: Insert the
address of Assignee] (“Assignee”);

    AND WHEREAS Assignor has agreed to assign to assign certain works, domain names,
inventions, patents, ideas, trademarks, and trade secrets developed by Assignor prior to
Assignor’s employment with Assignee;

   1. For good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, Assignor does hereby grant, transfer, convey, and assign to Assignee, its
      successors and assigns, all right, title, and interest in and to all work and materials
      relating to those work(s) performed by Assignor prior to Assignor’s employment with
      Assignee, including any and all copyright, domain names, inventions, patent, industrial
      design, ideas, trademarks, trade secret rights, and all other right, title, and interest therein,
      and consisting of all existing source code, object code, documentation, flow charts,
      design documents, and record and file layouts relating thereto, and all trademarks, service
      marks, logos and business marks whatsoever associated therewith, if any, (collectively
      the “Works”). This exclusive conveyance shall include, but is not limited to, the rights to
      publish, reproduce, transmit, adapt, prepare derivative works from, sell, license, or
      otherwise make use of the Works (including all subsequent additions, revisions,
      supplements to, enhancements, and versions of the Works and derivatives, regardless of
      length or nature) throughout the world, in any form or medium and in any language, and
      to license or otherwise transfer to others the rights commensurate herewith in connection
      with the Works.

   2. Assignor represents and warrants that Assignor has not granted any license to use any of
      the Works, including the software, to anyone else except:

          i.    _________________________________________________________________.

        ii.     _________________________________________________________________.

        iii.    _________________________________________________________________.

        iv.     _________________________________________________________________.

         v.     _________________________________________________________________.

        vi.     _________________________________________________________________.

       vii.     _________________________________________________________________.

               [Instruction: Assignor needs to list all the licenses given to any person or entity]
All such licenses, if any, are hereby assigned to Assignee. All such licenses are attached hereto.

   3. Assignor represents and warrants that Assignor grants to Assignee, its successors, and
      assigns, the right to file copyright, trademark, and patent applications in the United States
      and throughout the world for the Works in the name of Assignee, its successors and
      assigns. Assignor agrees that Assignee, its successors, and assigns may act as attorney-in-
      fact to execute any document that Assignee, its successors, and assigns, deem necessary
      to record this grant with the United States Copyright office or elsewhere. If requested,
      Assignor agrees to execute any and all copyright, domain name, trademark, patent, or
      trade secret assignments, certificates, applications, or documents requested by Assignee,
      its successors, and assigns. The cost of recording and registering ownership rights in the
      Works shall be borne solely by Assignee, its successors, and assigns.

       Date: _____ [Month] _____ [Date], 20_____




State of New York

County of ______________________

On this _______________, before me personally appeared [Assignor], to me known to be the
person described herein and who executed the foregoing instrument and acknowledged that
[Assignor] executed the same as [His/hers] free act and deed.


             Notary Public

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