Patent Assignment Agreement


This Patent Assignment Agreement is a document where the owner of a patent or patent application, transfers all of his or her right, title and interest in and to the patent or patent application to another party. This document contains the essential information to effectuate the assignment including the name of the parties, the consideration, and patent information. It includes standard provisions and may be customized to fit the specific needs of the parties. This document should be used by assignors and assignees of a patent.

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									This Patent Assignment Agreement is a document where the owner of a patent or
patent application, transfers all of his or her right, title and interest in and to the patent or
patent application to another party. This document contains the essential information to
effectuate the assignment including the name of the parties, the consideration, and
patent information. It includes standard provisions and may be customized to fit the
specific needs of the parties. This document should be used by assignors and
assignees of a patent.
                                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.

4. Payment

© Copyright 2012 Docstoc Inc.                                                                  2
    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.

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

© Copyright 2012 Docstoc Inc.                                                          3
    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
          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 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.

© Copyright 2012 Docstoc Inc.                                                               4
    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.
    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 _________________ 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

© Copyright 2012 Docstoc Inc.                                                         5
        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.
    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 _________________, applicable to agreements made and to be wholly
                performed therein
IN WITNESS WHEREOF, the parties have caused this License Agreement to be executed the
day and year set forth above.

© Copyright 2012 Docstoc Inc.                                                          6
[Name and Address of Assignor]               [Name and Address of Assignee]

By      : ________________________   By      : ________________________

Title   : ________________________   Title   : ________________________

© Copyright 2012 Docstoc Inc.                                             7
                                      EXHIBIT A
                                DESCRIPTION OF PATENT

© Copyright 2012 Docstoc Inc.                           8

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