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
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____.
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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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.
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
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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.
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