Tennessee 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 Tennessee that want to purchase the pre-
                             employment intellectual property rights of their employees.

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                              ASSIGNMENT OF PRE-EMPLOYMENT WORKS

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

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

   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 grant 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 agree 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 agree to execute any and all copyright, domain name, trademark, patent, or trade secret
       assignments, certificates, applications or documents requested by Company, 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 Tennessee
County of ______________________

On this _______________, before me personally appeared [Assignor], to me known to be the person described in
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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