Assignee — ACME Resources LLC
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Name: Michael Yuan
Title: General Manager
Date:
Assignor —
Name:
Title:
Date:
This Intellectual Property Assignment Agreement (the “Agreement”) is made and effective as of between , a located at (the “Assignor”), and ACME Resources LLC, a TX LLC located at (the “Assignee”). The Assignor and the Assignee are each a “Party” and together the “Parties.”
The Assignor has developed or owns the intellectual property described below and wishes to assign all of it to the Assignee, which wishes to acquire it, on the terms of this Agreement.
The “Assigned IP” means all intellectual property and proprietary rights, anywhere in the world, in and to the following, together with all embodiments, documentation, and tangible materials relating to it:
The Assigned IP includes, without limitation: (a) all patents and patent applications and the inventions claimed in them; (b) all copyrights and works of authorship, whether registered or unregistered, including software, source code, and documentation; (c) all trademarks, service marks, trade dress, trade names, and the goodwill associated with them; (d) all trade secrets, know-how, and confidential and proprietary information; (e) all domain names, mask works, database rights, and design rights; and (f) all registrations, applications, renewals, and extensions for any of the foregoing.
For the consideration described in Section 4, the Assignor hereby irrevocably sells, assigns, transfers, and conveys to the Assignee, its successors and assigns, the entire right, title, and interest, throughout the world and for the maximum duration available under law, in and to the Assigned IP, including all causes of action, claims, and rights to sue and recover damages and other remedies for past, present, and future infringement, misappropriation, dilution, or other violation, and the right to retain all proceeds. To the extent any Assigned IP cannot be assigned by present conveyance, the Assignor assigns it effective immediately upon its creation or vesting and grants the Assignee, in the interim, an exclusive, royalty-free, worldwide, perpetual, irrevocable license to it.
In consideration of this assignment, the Assignee shall pay or deliver to the Assignor . The Assignor acknowledges the receipt and sufficiency of this consideration, the adequacy of which is conclusively presumed for purposes of this Agreement.
To the maximum extent permitted by applicable law, the Assignor irrevocably waives, and agrees not to assert against the Assignee or its licensees, any moral rights, droit moral, rights of attribution and integrity, and similar rights in any copyrightable Assigned IP. Where such rights cannot be waived, the Assignor consents to all acts of the Assignee that would otherwise infringe them.
The Assignor represents and warrants that: (a) it is the sole owner of the Assigned IP and has full power and authority to make this assignment; (b) the Assigned IP is free of liens, licenses, security interests, and other encumbrances except as disclosed in writing to the Assignee; (c) it has not previously assigned or granted any conflicting right in the Assigned IP; and (d) to its knowledge, the Assigned IP does not infringe, misappropriate, or violate the rights of any third party, and no claim or proceeding is pending or threatened challenging it.
The Assignor shall, at the Assignee’s reasonable request and expense, execute and deliver all further documents and take all further acts reasonably necessary to perfect, record, and enforce the Assignee’s ownership of the Assigned IP, including separate short-form assignments suitable for recordation with the United States Patent and Trademark Office (USPTO), the United States Copyright Office, and any corresponding foreign authority. The Assignor appoints the Assignee as its attorney-in-fact, coupled with an interest, solely to execute such documents if the Assignor fails to do so within a reasonable time after written request.
This Agreement is governed by and construed in accordance with the laws of the State of TX, without regard to its conflict-of-laws rules, and by applicable U.S. federal intellectual property law. This Agreement is the entire agreement between the Parties on its subject matter and may be executed in counterparts, including by electronic signature.
Name: Michael Yuan
Title: General Manager
Date:
Name:
Title:
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