This is an agreement where one party purchases information technology invention or
innovation rights from a developer. The agreement grants the purchaser an exclusive
right to use the technology. This agreement can be modified to fit the needs of the
drafting parties and is ideal for a small business looking to buy or sell information
Assignment of IT Invention or Innovation Rights
This agreement is entered as of _________________, [Instruction: Insert date.] by and between
__________________, [Instruction: Insert company name.] a _____ [Instruction: Insert
company formation information.] ("Company"), and _______________________,
[Instruction: Insert developer name.] an individual ("Developer") (“Agreement”).
WHEREAS Developer wishes to assign certain of its rights to information technology; and
WHEREAS Company wishes to assume such rights,
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows.
1. Developer hereby assigns to the Company exclusively throughout the world [Comment:
This language may be changed to reflect parties’ agreement.] all its right, title and
interest in (i) the subject matter referred to in Exhibit A ("Technology") and (ii) all
precursors, portions and work in progress with respect thereto and all inventions, technology,
information and know-how relating thereto or to the development, support or maintenance
thereof (collectively, the “Assignment”).
2. Company hereby assumes all of Developer’s rights, title and interest in the Assignment as
well as all obligations of ownership of the Assignment, including but not limited to
protection of any intellectual property encompassed thereby.
3. The Company agrees to pay Developer _____ [Instruction: Insert consideration.] for such
assignment upon execution of this Agreement.
4. Developer agrees to assist the Company in every legal way to evidence, record and perfect
the Assignment and to apply for and obtain recordation of and from time to time enforce,
maintain, and defend the assigned rights. If the Company is unable for any reason
whatsoever to secure the Developer's signature to any document it is entitled to under this
Agreement, Developer hereby irrevocably designates and appoints the Company and its duly
authorized officers and agents, as his agents and attorneys-in-fact with full power of
substitution to act for and on his behalf and instead of Developer, to execute and file any
such document or documents and to do all other lawfully permitted acts to further the
purposes of the foregoing with the same legal force and effect as if executed by Developer.
5. Developer will not use or disclose anything assigned to the Company hereunder or any other
technical or business information or plans of the Company, except to the extent Developer (i)
can document that it is generally available (through no fault of Developer) for use and
disclosure by the public without any charge, license or restriction, or (ii) is permitted to use
or disclose such information or plans pursuant a separate agreement between Developer and
Company, if any. Developer recognizes and agrees that there is no adequate remedy at law
for a breach of this paragraph, that such a breach would irreparably harm the Company and
that the Company is entitled to immediate equitable relief (including, without limitations,
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injunctions) with respect to any such breach or potential breach in addition to any other
6. Developer represents and warrants to the Company that the Developer: (i) was and is the sole
owner (other than the Company) of all rights, title and interest in the Assignment, (ii) has not
assigned, transferred, licensed, pledged or otherwise encumbered all or any portion of the
Assignment, (iii) has full power and authority to enter into this Agreement and to make the
assignment as provided herein, (iv) is not aware of any violation, infringement or
misappropriation of any third party's rights (or any claim thereof) by the Assignment, and (v)
is not aware of any questions or challenges with respect to the patentability or validity of any
claims of any existing patents or patent applications relating to the Assignment.
7. This Agreement is not assignable or transferable by Developer without the prior written
consent of the Company; any attempt to do so shall be void.
8. Any notice, report, approval or consent required or permitted hereunder shall be in writing
and will be deemed to have been duly given if delivered personally or mailed by first-class,
registered or certified U.S. mail, postage prepaid to the respective addresses of the parties as
set below (or such other address as a party may designate by ten (10) days’ notice).
9. No failure to exercise, and no delay in exercising, on the part of either party, any privilege,
any power or any rights hereunder will operate as a waiver thereof, nor will any single or
partial exercise of any right or power hereunder preclude further exercise of any other right
10. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction
to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum
extent necessary so that this Agreement shall otherwise remain in full force and effect and
11. This Agreement shall be deemed to have been made in, and shall be construed pursuant to
the laws of the State of _____ [Instruction: Insert state.] and the United States without
regard to conflicts of laws provisions thereof.
12. The prevailing party in any action to enforce this Agreement shall be entitled to recover costs
and expenses including, without limitation, reasonable attorneys' fees.
13. The terms of this Agreement are confidential and no press release or other written or oral
disclosure of any nature regarding the terms of this Agreement shall be made by either party
without the other party’s prior written approval; however, approval for such disclosure shall
be deemed given to the extent such disclosure is required to comply with governmental rules
or a valid court order.
14. Any waivers or amendments to this Agreement shall be effective only if made in writing and
signed by a representative of the respective parties authorized to bind the parties.
15. This Agreement or any subsequent amendment or modification hereto may be executed by
facsimile and/or in one or more counterparts, each of which when so executed and delivered
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shall be deemed an original, but all of which taken together shall constitute but one and the
same original. Each party shall accept any such signed faxed counterpart as full execution of
this Agreement or any subsequent amendment or modification thereto.
16. The pronouns used herein shall include, where appropriate, either gender or both, singular
17. Both parties agree that this Agreement is the complete and exclusive statement of the mutual
understanding of the parties and supersedes and cancels all previous written and oral
agreements and communications relating to the subject matter of this Agreement.
18. The covenants, obligations and conditions herein contained shall be binding on and inure to
the benefit of the heirs, legal representatives, and assigns of the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first
[Instruction: Insert parties’ respective signature blocks.]
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INFORMATION AND FORMS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND
INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS
FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL DOCSTOC, INC., OR ITS AGENTS, OFFICERS, ATTORNEYS,
ETC., BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE
THE MATERIALS, EVEN IF DOCSTOC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. They are for
guidance and should be modified by you or your attorney to meet your specific needs and the laws of your state or jurisdiction. Use at
your own risk. Docstoc® is NOT providing legal or any other kind of advice and is not creating or entering into an Attorney-Client
relationship. The information, reports, and forms are not a substitute for the advice of your own attorney. The law is a personal matter
and no general information or forms or like the kind Docstoc provides can always correctly fit every circumstance.
Note: Carefully read and follow the Instructions and Comments contained in this document for your customization to suit your specific
circumstances and requirements. You will want to delete the Instructions and Comments from open bracket (“[“) to close bracket (“]”)
after reading and following them. You (or your attorney) may want to make additional modifications to meet your specific needs and the
laws of your state. The Instructions and Comments are not a substitute for the advice of your own attorney.
◊ Where within this document you see this symbol: ◊ or an instruction states “Insert any number you choose◊,” or something similar, or
there is a blank for the user to complete, please note that although Docstoc believes the information or number may be any that the user
chooses, and that there is no law gove