VIEWS: 112 PAGES: 8 CATEGORY: Creating a Partnership Agreement POSTED ON: 12/8/2011
This Partnership Agreement is a written document that explicitly details the relationship between the business partners and their individual obligations and contributions to the partnership. The agreement states the nature of the business, the partners' capital contributions and the management duties and restrictions of each partner. It contains many of the standard provisions that are commonly included in partnership agreements, and may be customized to address the specific needs of the partners. This document should be used when forming a partnership located in Washington.
Docstoc Legal Agreements This Partnership Agreement is a written document that explicitly details the relationship between the business partners and their individual obligations and contributions to the partnership. The agreement states the nature of the business, the partners' capital contributions and the management duties and restrictions of each partner. It contains many of the standard provisions that are commonly included in partnership agreements, and may be customized to address the specific needs of the partners. This document should be used when forming a partnership located in Washington. ® DISCLAIMERS: ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND COMPLETENESS. They are for general guidance and should be modified by you or your attorney to meet your specific needs and the laws of your state. Use at your own risk. 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All Rights Reserved 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 (“Assignment”). 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 ($20,000) [Instruction: Insert the amount] as full payment for all rights granted. Payment shall be made upon execution of this Agreement. 5. Improvements [OPTIONAL] © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2 a) If the Assignor makes, devises or discovers, or otherwise acquires rights in, any Improvement, it shall promptly notify the Assignee in writing, giving details of the Improvement. b) Unless prohibited by law, the Assignor shall immediately assign, vest and transfer to the Assignee, for no additional consideration, all such Improvements and the Inventions related thereto which shall be then regarded as part of the Patents, and the provision of the Agreement shall apply to them (subject to the applicable changes). If any applicable law prohibits such assignment for no additional consideration, the Parties hereby agree that the additional consideration to be paid for the assignment of Improvements shall be _________ ($__) [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. b) Option of Assignor: The Assignor may, at its option, terminate this agreement by written notice to the Assignee in case of: © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 i. Default in the payment of fees required to be paid by the Assignee to the Assignor hereunder; 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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 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 Washington 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 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. 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 Washington, applicable to agreements made and to be wholly performed therein. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5 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 : ________________________ © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 6 EXHIBIT A DESCRIPTION OF PATENT © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 7
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