This Employee Intellectual Property Agreement is an agreement between an employee
and an employer, whereby the employee agrees to assign and transfer all of their right,
title and interest in and to intellectual property to the employer that has been developed
under the course of the employee's work for the employer. Such intellectual property
can include a trademark, patent or copyright. This form should be used by employers to
ensure that all the rights and title of company secrets and intellectual property remain
with the company.
EMPLOYEE INTELLECTUAL PROPERTY ASSIGNMENT
This Employee Intellectual Property Assignment Agreement (the “Agreement”) is hereby made
as of the ______ day of _____________, 201__ (the “Effective Date”) by and between
_______________________ [PROVIDE NAME OF THE WORKER] (the “Assignor”) and
________________________ [PROVIDE NAME OF PERSON OR COMPANY WHO HAS
HIRED ASSIGNOR] (the “Assignee”), collectively referred to herein as the “Parties.”
WHEREAS, Assignor is an individual residing in the State of __________, Assignee is a
company duly incorporated/operating pursuant to the laws of the State of _______________, and
Assignor is under the employ of Assignee; and
AND WHEREAS, the Parties hereto desire to enter into this Agreement, where Assignor will
assign all of its/his/her rights, titles, and interests in and to certain intellectual property, including
but not limited to, trademarks and trademark applications, patents and patent applications,
copyrights and copyright applications, domain names, trade names, service marks and service
mark applications, ideas and concepts (the “Intellectual Property”) to Assignee pursuant to the
terms and conditions contained herein.
NOW THEREFORE, in consideration of the employment of Assignor by Assignee, the promises
and covenants contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereto agree as follows.
1. Assignor and Assignee hereby acknowledge and agree that, beginning on the Effective
Date, Assignor shall assign all of its/his/her right, title and interest in and to the Intellectual
Property—as more particularly described in Schedule “A” attached hereto—to Assignee.
2. Assignor hereby represents and warrants to Assignee as follows:
A. Assignor has good and marketable title to the Intellectual Property, free and clear
of any encumbrances, including but not limited to, third party infringement
claims, lawsuits, or demands;
B. Assignor has the full right and authority to enter into this Agreement with
C. Assignor does not require any third-party consent to perform any of its obligations
contemplated under this Agreement.
3. If any provision of this Agreement is found by a court of competent jurisdiction to be
unenforceable, such provision shall not affect the other provisions, but such unenforceable
provision shall be deemed modified to the extent necessary to render it enforceable, preserving to
the fullest extent permissible, the intent by the Parties set forth therein.
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4. This Agreement shall inure to the benefit of the Parties hereto and shall be binding upon
the Parties hereto and their respective heirs, executors, representatives, successors, and assigns.
Except as otherwise set forth herein, nothing in this Agreement, expressed or implied, is intended
to confer on any person other than the Parties hereto or their respective heirs, executors,
representatives, successors, and assigns any rights, remedies, obligations, or other liabilities
under or by reason of this Agreement.
5. Any dispute between the Parties arising out of any Party’s obligations contained herein
shall be resolved in accordance with the arbitration procedures of the applicable jurisdiction.
6. The Parties hereto hereby agree that each Party shall execute and deliver such further
documents or instruments as required to give effect to this Agreement.
7. This Agreement shall constitute the entire agreement between the Parties and any prior
understanding or representation of any kind preceding the date of this Agreement shall not be
binding on either Party to this Agreement except to the extent incorporated in this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date and
year first written above.