This Intellectual Property Assignment Agreement (the “Agreement”) is made and entered into as May 1, 2019, by and between Angel Image (the “Company”) and MyFaceFlag (the “Recipient”) (collectively, the “Parties”).
The Parties hereby agree as follows:
1. The Company agrees to assign to the Recipient, or its designee, all right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, drawings, discoveries, ideas, trademarks, or trade secrets, whether or not patentable or registrable under patent, copyright or similar laws, related to the Recipient’s business, which the Company may solely or jointly conceive or develop or reduce, or cause to be conceived or developed or reduced, with the use of Company’s equipment, supplies, facilities, assets, or Company Confidential Information, or which may arise out of any research or other activity conducted under the direction of the Recipient (collectively referred to as “Intellectual Property”).
2. The Company understands and agrees that (i) all original works for authorship which are made by the Company (solely or jointly with others) within the scope of the Recipient’s business are protectable by copyright, (ii) the decision whether or not to commercialise or market any Intellectual Property is within the Recipient’s sole discretion and for the Recipient’s sole benefit and that no royalty or other consideration will be due to the Company as a result of the Recipients’s efforts to commercialise or market any such Intellectual Property.
3. The validity, construction and enforceability of this Agreement shall be governed in all respects by the law. 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.