This is a short IP Assignment Agreement for an Internet Startup (Delaware C-Corporation)Edit Summary
Assignment and Transfer Agreement
This Assignment and Transfer Agreement (“Agreement”) is made as of _________ __, 20__ (“Effective Date”) between ________________. (“Assignee”), and ________________ (“Assignor”). In consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows:
1.1 “Assigned Property” means the property listed in Exhibit A.
2.1 Assignment. Assignor hereby perpetually, irrevocably, and unconditionally assigns, transfers, and conveys to Assignee and its successors and assigns, all of Assignor’s right, title, and interest in and to the Assigned Property.
2.2 Ownership. The Assignor understands and agrees that (i) all original works for authorship which are made by the Assignor (solely or jointly with others) within the scope of the Company’s business which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act and (ii) the decision whether or not to commercialize or market any Intellectual Property is within the Company’s sole discretion and for the Company’s sole benefit and that no royalty or other consideration will be due to the Assignor as a result of the Company’s efforts to commercialize or market any such Intellectual Property.
3. The validity, construction and enforceability of this Agreement shall be governed in all respects by the law of the State of California. This Agreement may not be amended except in writing signed by a duly authorized representative of the respective Parties. This Agreement shall control in the event of a conflict with any other agreement between the Parties with respect to the subject matter hereof. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
3. License. Permission is hereby granted, free of charge, to Assignor to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so.
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