Illinois 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 Illinois that assigns or acquires patent rights in an invention.

                           OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND COMPLETENESS. They are for general guidance and should be modified by you o r your
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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   “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 " Assignee").
Assignor on the one hand and Assignee on the other hand, are each sometimes referred to herein
as a “Party” and collectively as the “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

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 _____________ [Instuction:
      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.

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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)[Instruction: Insert the amount] as full payment for all rights
   granted. Payment shall be made upon execution of this Agreement.

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 only ($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.

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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 5 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:          Assignee may terminate the license granted by this agreement,
       provided Assignee shall not be in default hereunder, by giving 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 Assignee from its obligation to pay
       royalties or to satisfy any other obligations, accrued hereunder prior to the date of such

       b) Option to Assignor: Assignor may, at its 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
          ___________ (___) [◊ Thirty (30)] 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 its business or affairs under any law or
          governmental regulation relating to bankruptcy or insolvency. The appointment of a

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       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 its
       creditors; or the institution by 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
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

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 Illinois 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. 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) 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, Assignee agrees immediately to discontinue all use of the Patent.

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   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 Illinois, applicable to agreements made and to be wholly performed

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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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