[{"data":1,"prerenderedAt":529},["ShallowReactive",2],{"document-intellectual-property-assignment-D5229":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":35,"customDescModule":176,"customdescription":6,"mdFm":177,"mdProseHtml":528},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Assignee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Shareholder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] owns all rights in a patent registered with the [COUNTRY] Patent Office under file number [NUMBER], serial number [NUMBER], entitled [SPECIFY] (the \"Patent\"); WHEREAS [YOUR COMPANY NAME] wishes to assign all rights and title in and to the Patent [COMPANY NAME]; WHEREAS the parties wish to enter into this Agreement on the terms and conditions more particularly provided herein. NOW, THEREFORE, in consideration of the above premises and agreements herein contained, the preamble forming an integral part hereof, the parties agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: \"Affiliates\" means, with respect to a Party to this Agreement, any person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. The term \"control\" means possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person, whether through ownership of equity participation, voting securities, or beneficial interests, by contract, by agreement or otherwise. \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. \"Assigned Rights\" shall mean all rights and title in the Patent and all Intellectual Property Rights in the technology described in the Patent, in all countries. \"Improvements\" means innovations, inventions, ideas, designs, concepts, discoveries, techniques, works, processes, formulas, new derived material and modifications related to the Patent, whether or not patentable, copyrightable, or otherwise protectable as trade secrets or under any other intellectual property, conceived, brought to practice or developed by either Party after the date of this Agreement. \"Intellectual Property Rights\" includes all patents, trade marks, service marks, registered designs, integrated circuits topographies, including applications for any of the foregoing, and includes all copyrights, design rights, know-how, confidential information, trade secrets and any other similar rights in [COUNTRY] and in any other countries. \"Patent\" shall mean the patent described in recitals hereof and its counterpart applications in any country, now or thereafter owned by [YOUR COMPANY NAME] or to which [YOUR COMPANY NAME] otherwise acquires rights, including any patent application, divisional, continuation, provisional, reissue, re-examination, extension certificate, registration, renewal, confirmation and national phase entry application related to such Patent. ASSIGNMENT OF PATENT Subject to the terms and conditions contained in this Agreement, [YOUR COMPANY NAME] hereby irrevocably assigns to [COMPANY NAME] all rights and title and any other rights to the Patent as well as all Intellectual Property Rights in the technology described in the Patent, in all countries. The parties hereby recognize that any and all Intellectual Property Rights in any Improvements shall be held by [COMPANY NAME]. The parties hereby recognize that no Intellectual Property Rights are assigned, licensed or otherwise granted under this Agreement, save and except as explicitly stated in this Section 2. COMPENSATION In consideration of the Assigned Rights, [COMPANY NAME] agrees to pay [YOUR COMPANY NAME] the sum of [AMOUNT] (the \"Purchase Price\") payable upon the execution of this Agreement by all of the parties hereto. REPRESENTATIONS AND WARRANTIES The Guarantors represent and warrant on a joint and several basis to [COMPANY NAME] that: the Patent and [COMPANY NAME]'s use of the Patent does not, to the best knowledge of the Guarantors, infringe upon any patent, or any trademark, copyright, trade secret or other Intellectual Property Rights or proprietary right of any third party, and that there is currently no actual or threatened suit against [YOUR COMPANY NAME] by any third party based on an alleged violation of such right, and the Guarantors do not know of any basis for any such action; there are no outstanding assignments, grants, licenses, liens, encumbrances, obligations or agreements (whether written, oral or implied) regarding the Patent; [YOUR COMPANY NAME] has all rights, power and authority required in order to grant the Assigned Rights free and clear of all encumbrances or legal restrictions, in accordance with this Agreement; [YOUR COMPANY NAME] has good and marketable title to the Patent; there is no requirement for [YOUR COMPANY NAME] to obtain any other authorization, consent or approval from any third party as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement; Notwithstanding any investigation conducted prior to the execution of this Agreement, and notwithstanding implied knowledge or notice of any fact or circumstance which [COMPANY NAME] may have as a result of such investigation or otherwise, [COMPANY NAME] shall be entitled to rely upon the representations and warranties set forth herein and the obligations of [YOUR COMPANY NAME] hereto with respect to such representations and warranties shall survive the termination of this Agreement for any reason. The Guarantors, on a joint and several basis, shall indemnify and hold [COMPANY NAME] harmless from all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, \"Liabilities\"), that [COMPANY NAME] may suffer to the extent resulting from any claims, demands, actions or other proceedings made or instituted by any third party against [COMPANY NAME] and arising out of the use of the Patent, or related to the breach of any obligation or any representation and warranty under this Agreement, except for Liabilities arising out of the gross negligence or willful misconduct of [COMPANY NAME]. TERM AND TERMINATION This Agreement shall take effect upon the execution hereof by both parties hereto, and, unless sooner terminated as per paragraph 5.2 below, shall remain in effect until the expiration of the Patent. Upon any material breach or default under this Agreement by either Party, the other Party may give notice of such breach or default and, unless the same shall be cured within [NUMBER] days after delivery of such notice, then, without limitation of any other remedy available hereunder, such Party may terminate this Agreement immediately upon delivery of a notice of termination to the other Party at any time thereafter. The termination of this Agreement by either of the Parties shall be subject to all other rights and remedies available to the Parties hereunder or otherwise. 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Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[93],{"label":94,"url":95},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":99,"descriptionCustom":6,"label":100,"pages":101,"size":102,"extension":10,"preview":103,"thumb":104,"svgFrame":105,"seoMetadata":106,"parents":108,"keywords":107,"url":114},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3",513,"https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":107,"description":6},"non disclosure agreement nda",[109,111],{"label":17,"url":110},"business-legal-agreements",{"label":112,"url":113},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":116,"descriptionCustom":6,"label":117,"pages":118,"size":119,"extension":10,"preview":120,"thumb":121,"svgFrame":122,"seoMetadata":123,"parents":124,"keywords":129,"url":130},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[125,126],{"label":17,"url":110},{"label":127,"url":128},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":132,"descriptionCustom":6,"label":133,"pages":8,"size":102,"extension":10,"preview":134,"thumb":135,"svgFrame":136,"seoMetadata":137,"parents":139,"keywords":138,"url":147},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":138,"description":6},"employment agreement_at will employee",[140,143,146],{"label":141,"url":142},"Human Resources","human-resources",{"label":144,"url":145},"Hire an Employee","hire-employee",{"label":17,"url":110},"/template/employment-agreement_at-will-employee-D541",{"description":149,"descriptionCustom":6,"label":150,"pages":101,"size":102,"extension":10,"preview":151,"thumb":152,"svgFrame":153,"seoMetadata":154,"parents":156,"keywords":155,"url":159},"TEAMWORK AGREEMENT This Teamwork Agreement (\"Agreement\") is entered into effect as of [DATE], BETWEEN: [TEAM LEADER'S NAME] (\"Team Leader\"), an individual with their main address located at OR a team leader of a group organized within the [Company/Organization] of [COMPANY/ORGANIZATION NAME], with its office located at: [COMPLETE ADDRESS] AND: [TEAM MEMBER'S NAME] (\"Team Member\"), an individual with their main address located at OR a member of the team organized within the [Company/Organization] of [COMPANY/ORGANIZATION NAME], with their address located at: [COMPLETE ADDRESS] PURPOSE AND OBJECTIVES OF THE TEAM Purpose: The team is established to achieve [DETAILED DESCRIPTION OF THE TEAM'S PRIMARY PURPOSE, OBJECTIVES, OR PROJECT FOCUS]. This includes [LIST SPECIFIC GOALS, DELIVERABLES, AND EXPECTED OUTCOMES]. Scope: The team's responsibilities encompass [DETAILED DESCRIPTION OF THE SCOPE OF WORK, INCLUDING BOUNDARIES OF AUTHORITY AND LIMITATIONS]. ROLES AND RESPONSIBILITIES 2.1 Detailed Roles: Each team member's role and responsibilities are as follows: [TEAM MEMBER NAME]: [SPECIFIC ROLE], tasked with [DETAILED RESPONSIBILITIES AND EXPECTATIONS]. [CONTINUE FOR EACH TEAM MEMBER]. 2.2 Accountability: Team members are accountable for their respective roles and responsibilities and will communicate promptly about any challenges or changes required. MEETING STRUCTURE AND COMMUNICATION 3.1 Meetings: Regular meetings will be held [FREQUENCY] at [TIME] in [LOCATION/VIRTUAL PLATFORM]. Meeting agendas will be distributed [TIMEFRAME] in advance, and minutes will be recorded. 3.2 Communication: Team members commit to maintaining open, timely, and respectful communication. Primary channels include [EMAIL, GROUP CHAT, ETC.], with urgent matters addressed via [PHONE, SMS, ETC.]. DECISION-MAKING AND PROBLEM-SOLVING 4.1 Process: Decisions will be made through [CONSENSUS, MAJORITY VOTE, TEAM LEADER DECISION]","Team Work Agreement","https://templates.business-in-a-box.com/imgs/1000px/team-work-agreement-D13888.png","https://templates.business-in-a-box.com/imgs/250px/13888.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13888.xml",{"title":155,"description":6},"team work agreement",[157,158],{"label":141,"url":142},{"label":144,"url":145},"/template/team-work-agreement-D13888",{"description":161,"descriptionCustom":6,"label":162,"pages":163,"size":164,"extension":10,"preview":165,"thumb":166,"svgFrame":167,"seoMetadata":168,"parents":171,"keywords":174,"url":175},"CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Owner\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECIPIENT NAME] (the \"Recipient\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows: WHEREAS, Recipient has requested information from Owner in connection with consideration of a possible transaction or relationship between Recipient and Owner. WHEREAS, in the course of consideration of the possible transaction or relationship, Owner may disclose to Recipient confidential, important, and/or proprietary trade secret information concerning Owner and its activities. THEREFORE, the parties agree to enter into a confidential relationship with respect to the disclosure by Owner to Recipient of certain information. Confidential Information Owner proposes to disclose certain of its confidential and proprietary information (the Confidential Information\") to Recipient. Confidential Information shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to Recipient by Owner. Confidential Information disclosed orally shall be identified as such within five (5) days of disclosure. Nothing herein shall require Owner to disclose any of its information. For purposes of this Agreement, the term \"Recipient\" shall include Recipient, the company he or she represents, and all affiliates, subsidiaries, and related companies of Recipient. For purposes of this Agreement, the term \"Representative\" shall include Recipient's directors, officers, employees, agents, and financial, legal, and other advisors. Exclusions Confidential Information does not include information that Recipient can demonstrate: (a) was in Recipient's possession prior to its being furnished to Recipient under the terms of this Agreement, provided the source of that information was not known by Recipient to be bound by a confidentiality agreement with or other continual, legal or fiduciary obligation of confidentiality to Owner; (b) is now, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known to the public; (c) is rightfully obtained by Recipient from a third party, without breach of any obligation to Owner; or (d) is independently developed by Recipient without use of or reference to the Confidential Information. Recipient's Obligations Recipient agrees that the Confidential Information is to be considered confidential and proprietary to Owner and Recipient shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Owner, and shall disclose it only to its officers, directors, or employees with a specific need to know. Recipient will not disclose, publish or otherwise reveal any of the Confidential Information received from Owner to any other party whatsoever except with the specific prior written authorization of Owner. Confidential Information furnished in tangible form shall not be duplicated by Recipient except for purposes of this Agreement. Upon the request of Owner, Recipient shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within [NUMBER] days of such request. At Recipient's option, any documents or other media developed by the Recipient containing Confidential Information may be destroyed by Recipient. Recipient shall provide a written certificate to Owner regarding destruction within [NUMBER] days thereafter. Term The obligations of Recipient herein shall be effective [Non-Disclosure Period] from the date Owner last discloses any Confidential Information to Recipient pursuant to this Agreement. Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against Recipient, nor by the rejection of any agreement between Owner and Recipient, by a trustee of Recipient in bankruptcy, or by the Recipient as a debtor-in-possession or the equivalent of any of the foregoing under local law. Confidentiality Recipient and its Representatives shall not disclose any of the Confidential Information in any manner whatsoever, except as provided in Articles 6 and 7 of this Agreement, and shall hold and maintain the Confidential Information in strictest confidence. Recipient hereby agrees to indemnify Owner against any and all losses, damages, claims, expenses, and attorneys' fees incurred or suffered by Owner as a result of a breach of this Agreement by Recipient or its Representatives. Permitted Disclosures Recipient may disclose Owner's Confidential Information to Recipient's responsible Representatives with a bona fide need to know such Confidential Information, but only to the extent necessary to evaluate or carry out a proposed transaction or relationship with Owner and only if such employees are advised of the confidential nature of such Confidential Information and the terms of this Agreement and are bound by a written agreement or by a legally enforceable code of professional responsibility to protect the confidentiality of such Confidential Information. Required Disclosures Recipient may disclose Owner's Confidential Information if and to the extent that such disclosure is required by court order, provided that Recipient provides Owner a reasonable opportunity to review the disclosure before it is made and to interpose its own objection to the disclosure. Use Recipient and its Representatives shall use the Confidential Information solely for the purpose of evaluating a possible transaction or relationship with Owner and shall not in any way use the Confidential Information to the detriment of Owner. No License Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information","Confidentiality Agreement","5",56,"https://templates.business-in-a-box.com/imgs/1000px/confidentiality-agreement-D950.png","https://templates.business-in-a-box.com/imgs/250px/950.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#950.xml",{"title":169,"description":170},"Confidentiality Agreement - Template & Sample Form | Business-in-a-Box","Confidentiality Agreement Template Sample � Download Now! Simply fill-in the blanks and print in minutes! Instant Access to 1,800 business and legal forms. Download samples of professional documents in Word (.doc) and Excel (.xls) format.",[172,173],{"label":17,"url":110},{"label":112,"url":113},"confidentiality agreement","/template/confidentiality-agreement-D950",false,{"seo":178,"reviewer":191,"legal_disclaimer":195,"quick_facts":196,"at_a_glance":198,"personas":202,"variants":227,"glossary":254,"clauses":291,"how_to_fill":340,"common_mistakes":381,"faqs":406,"industries":434,"comparisons":459,"diy_vs_lawyer":472,"jurisdictions":485,"related_template_ids_curated":506,"schema":515,"classification":516},{"meta_title":179,"meta_description":180,"primary_keyword":181,"secondary_keywords":182},"Intellectual Property Assignment Template | BIB","Free intellectual property assignment template to transfer ownership of patents, trademarks, copyrights, and trade secrets.","intellectual property assignment template",[183,184,185,186,187,188,189,190],"ip assignment agreement template","intellectual property transfer agreement","ip assignment template word","patent assignment agreement template","copyright assignment agreement","trademark assignment template","ip assignment agreement free","assignment of intellectual property rights",{"name":192,"credential":193,"reviewed_date":194},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":197,"legal_review_recommended":195,"signature_required":195,"notarization_required":176},"advanced",{"what_it_is":199,"when_you_need_it":200,"whats_inside":201},"An Intellectual Property Assignment is a legally binding agreement that permanently transfers ownership of IP — patents, copyrights, trademarks, trade secrets, or software — from an assignor to an assignee. This free Word download gives you a structured, attorney-ready starting point you can edit online and export as PDF to formalize any IP transfer in a single enforceable document.\n","Use it when acquiring a business and taking ownership of its IP assets, when a founder or employee transfers IP to a company at formation, when a contractor delivers work product that must vest in the client, or when selling or licensing a patent, copyright, or brand to a third party.\n","Identification of the parties and a precise description of the IP being transferred, consideration and payment terms, warranties on ownership and non-infringement, representations on freedom to assign, a recordation and further-assurances clause, and governing law with dispute resolution.\n",[203,207,211,215,219,223],{"title":204,"use_case":205,"icon_asset_id":206},"Startup founders","Transferring personally developed IP into the newly formed company entity","persona-startup-founder",{"title":208,"use_case":209,"icon_asset_id":210},"Business acquirers and investors","Securing formal title to IP assets purchased as part of an acquisition or asset sale","persona-investor",{"title":212,"use_case":213,"icon_asset_id":214},"Freelancers and independent contractors","Formally conveying ownership of delivered work product to a client under contract","persona-freelancer",{"title":216,"use_case":217,"icon_asset_id":218},"Software development companies","Ensuring all code created by contractors or co-founders is owned by the company","persona-software-developer",{"title":220,"use_case":221,"icon_asset_id":222},"Corporate legal and IP counsel","Documenting and recording IP transfers during M&A, restructuring, or brand acquisitions","persona-legal-counsel",{"title":224,"use_case":225,"icon_asset_id":226},"Research institutions and universities","Assigning patent rights arising from sponsored research to a commercial partner","persona-researcher",[228,232,236,240,244,248,251],{"situation":229,"recommended_template":230,"slug":231},"Transferring IP from a founder to a newly incorporated company","Founder IP Assignment Agreement","ip-sale-agreement-D964",{"situation":233,"recommended_template":234,"slug":235},"Contractor delivering custom software, designs, or creative assets","Work-for-Hire and IP Assignment Clause (Contractor Agreement)","independent-contractor-agreement-D160",{"situation":237,"recommended_template":238,"slug":239},"Selling a patent to a third party for a lump-sum purchase price","Patent Assignment Agreement","patent-assignment-D966",{"situation":241,"recommended_template":242,"slug":243},"Transferring a registered trademark as part of a brand acquisition","Trademark Assignment Agreement","trademark-assignment-short-form-D972",{"situation":245,"recommended_template":246,"slug":247},"Assigning copyright in written, artistic, or musical works","Copyright Assignment Agreement","copyright-assignment-D960",{"situation":249,"recommended_template":53,"slug":250},"Granting rights to use IP without transferring full ownership","intellectual-property-license-agreement-D13718",{"situation":252,"recommended_template":117,"slug":253},"Assigning all IP assets as part of a full business acquisition","asset-purchase-agreement-D928",[255,258,261,264,267,270,273,276,279,282,285,288],{"term":256,"definition":257},"Assignor","The party transferring ownership of the intellectual property rights to another party.",{"term":259,"definition":260},"Assignee","The party receiving and taking full legal ownership of the intellectual property rights.",{"term":262,"definition":263},"Work for Hire","A US copyright doctrine under which work created by an employee within the scope of employment, or by a contractor under a qualifying written agreement, is owned by the employer or commissioning party from the moment of creation.",{"term":265,"definition":266},"Moral Rights","Rights retained by creators in many jurisdictions — particularly France and Canada — to be credited as the author and to object to distortion of their work, separate from economic ownership.",{"term":268,"definition":269},"Recordation","The formal filing of an IP assignment with a government registry — such as the USPTO for patents and trademarks — to provide public notice of the ownership change.",{"term":271,"definition":272},"Consideration","The value exchanged in return for the IP transfer — which may be a cash payment, equity, a nominal sum of $1, or mutual promises — required for the assignment to be legally binding.",{"term":274,"definition":275},"Representation and Warranty","A factual statement made by a party that is true at the time of signing and on which the other party may rely — if false, it can give rise to indemnification or rescission.",{"term":277,"definition":278},"Chain of Title","A documented sequence of transfers showing every prior assignment of an IP asset, establishing that the current owner has unbroken and legitimate title.",{"term":280,"definition":281},"Encumbrance","Any existing lien, license, security interest, or claim on an IP asset that limits or burdens the new owner's ability to use or transfer it freely.",{"term":283,"definition":284},"Further Assurances","A clause obligating the assignor to sign additional documents, cooperate with recordation, and take other reasonable steps needed to perfect the assignee's ownership after closing.",{"term":286,"definition":287},"Indemnification","A contractual obligation requiring one party to compensate the other for losses, costs, or claims arising from a breach of warranty or misrepresentation.",{"term":289,"definition":290},"Severability","A standard clause providing that if one provision of the agreement is found unenforceable, the remainder of the contract continues in full force.",[292,297,302,306,311,316,321,326,330,335],{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Parties and recitals","Identifies the assignor and assignee by their full legal names and describes the background context — why the transfer is occurring.","This Intellectual Property Assignment Agreement ('Agreement') is entered into as of [DATE] between [ASSIGNOR FULL LEGAL NAME], a [ENTITY TYPE] organized under the laws of [JURISDICTION] ('Assignor'), and [ASSIGNEE FULL LEGAL NAME], a [ENTITY TYPE] ('Assignee').","Using trade names or personal nicknames instead of registered legal entity names. If the assignor's legal name doesn't match the name on the IP registration, the transfer cannot be recorded at the relevant IP office.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Description and schedule of assigned IP","Precisely identifies every IP right being transferred — patent numbers, trademark registrations, copyright registrations, software titles, and trade secret descriptions — typically in an attached schedule.","Assignor hereby assigns to Assignee all right, title, and interest in and to the intellectual property listed in Schedule A, including Patent No. [NUMBER], Trademark Registration No. [NUMBER], and the software codebase identified as [PRODUCT NAME], Version [X.X].","Using a catch-all description like 'all IP related to the business' without a detailed Schedule A. Vague descriptions create disputes over what was actually transferred and make recordation with IP offices impossible.",{"name":271,"plain_english":303,"sample_language":304,"common_mistake":305},"States what the assignee pays or provides in exchange for the transfer — a purchase price, equity grant, or nominal amount — making the agreement contractually binding.","In consideration of the sum of [PURCHASE PRICE / $1.00 and other good and valuable consideration], the receipt and sufficiency of which Assignor hereby acknowledges, Assignor agrees to the assignment set forth herein.","Omitting consideration entirely in founder-to-company assignments on the assumption the transfer is voluntary. Even a nominal $1 recitation is required to make the assignment enforceable as a contract rather than an unenforceable gift.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Scope and breadth of assignment","Confirms the transfer covers all rights in the IP — including the right to sue for past infringement, the right to sublicense, and all derivative works — worldwide and in perpetuity.","The assignment includes all causes of action for past, present, and future infringement, the right to apply for registrations in any jurisdiction, and all rights to prepare derivative works, with full authority to sublicense and enforce the assigned IP globally.","Limiting the assignment to 'current use' or a specific territory. A narrow scope leaves the assignor holding residual rights that can surface in future litigation or block the assignee from exploiting the IP internationally.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Assignor representations and warranties","The assignor confirms they own the IP free and clear, have not previously assigned or encumbered it, and are not aware of any third-party infringement claims.","Assignor represents and warrants that: (a) Assignor is the sole and exclusive owner of the Assigned IP; (b) the Assigned IP is free and clear of all liens, licenses, and encumbrances; (c) Assignor has full authority to enter into and perform this Agreement; and (d) Assignor is not aware of any pending or threatened claim of infringement.","Accepting generic warranties without requiring the assignor to disclose existing licenses or third-party claims. An undisclosed license to a prior client can survive the assignment and limit the new owner's ability to exploit the IP.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Moral rights waiver","Where applicable law allows, the assignor waives any moral rights — such as the right to attribution or to object to modifications — so the assignee can freely use and adapt the IP.","To the extent permitted by applicable law, Assignor irrevocably waives all moral rights, rights of attribution, and rights of integrity in and to the Assigned IP, and consents to any modification, adaptation, or use by Assignee without attribution.","Omitting this clause when acquiring creative or software IP from individuals. In Canada, France, and Germany, moral rights survive even a full ownership transfer unless explicitly waived, which can restrict the new owner from modifying the work.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Recordation and further assurances","Obligates the assignor to cooperate with filing the assignment at patent and trademark offices, sign supplemental documents, and take all other steps needed to perfect the assignee's title.","Assignor agrees to execute and deliver to Assignee, at Assignee's reasonable request and expense, any additional documents, instruments of transfer, and consents necessary to record this assignment with the [USPTO / CIPO / IPO / EUIPO] and to perfect Assignee's title to the Assigned IP.","No further-assurances clause at all. Without it, an assignor who becomes uncooperative after closing can frustrate or indefinitely delay USPTO recordation, leaving the assignee with unrecorded title that is vulnerable to bona fide purchasers.",{"name":286,"plain_english":327,"sample_language":328,"common_mistake":329},"Requires the assignor to compensate the assignee for losses arising from a breach of any warranty — for example, a third-party ownership claim that surfaces after the transfer.","Assignor shall indemnify, defend, and hold harmless Assignee from and against any claims, damages, costs, and expenses (including reasonable legal fees) arising out of or related to any breach of Assignor's representations and warranties in this Agreement.","Capping indemnification at the nominal consideration amount (e.g., $1) in founder assignments. If a third party later claims ownership and the cap is $1, the assignee bears the full cost of defending title — which can run into six figures.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Governing law and dispute resolution","Specifies which jurisdiction's law governs interpretation of the agreement and how disputes are resolved — through arbitration, mediation, or litigation in a named court.","This Agreement is governed by the laws of the State of [STATE], without regard to conflict-of-law principles. Any dispute arising hereunder shall be resolved by binding arbitration administered by [AAA / JAMS] in [CITY, STATE], except that either party may seek injunctive relief in any court of competent jurisdiction.","Selecting a governing law that has no connection to either party's jurisdiction. Courts occasionally decline to apply a foreign governing-law clause in IP disputes, defaulting to local law — which may produce very different results.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Entire agreement and severability","Confirms this document supersedes all prior understandings about the IP transfer, and that if one clause is unenforceable, the rest of the agreement survives.","This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, and agreements. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force.","No integration clause when prior emails or term sheets described different assignment scope or payment terms. Without it, a court may admit extrinsic evidence that redefines what was actually transferred.",[341,346,351,356,361,366,371,376],{"step":342,"title":343,"description":344,"tip":345},1,"Identify both parties using full legal names","Enter the assignor's and assignee's complete registered legal names — not trade names or personal names unless the assignor is an unincorporated individual. Confirm the names match any existing IP registrations.","Run a USPTO or national IP office search on the assignor's name before drafting to confirm they are the registered owner of the IP you are acquiring.",{"step":347,"title":348,"description":349,"tip":350},2,"Build a detailed Schedule A listing every IP asset","List each IP right separately with its official identifiers — patent number, trademark registration number, copyright registration number, or a precise description of the trade secret or software. Attach Schedule A to the signed agreement.","For unregistered IP such as trade secrets or unpublished software, use a functional description ('the machine-learning recommendation algorithm used in [PRODUCT NAME], as described in Exhibit B') rather than a vague label.",{"step":352,"title":353,"description":354,"tip":355},3,"State the consideration clearly","Enter the purchase price, equity amount, or nominal consideration. Even if the transfer is between a founder and their own company, recite a specific amount — $1 is legally sufficient — and have the assignor acknowledge receipt.","For assignments tied to an acquisition, link the consideration to the broader purchase agreement by cross-reference rather than restating the full price, to avoid inconsistency between documents.",{"step":357,"title":358,"description":359,"tip":360},4,"Define the scope of the assignment","Confirm the transfer is worldwide, perpetual, and includes the right to sue for past infringement and to file for registrations in any jurisdiction. Remove any unintended geographic or temporal limitations.","If the assignor is retaining any rights — such as a license back for personal portfolio use — document that carve-out explicitly in the agreement rather than leaving it implied.",{"step":362,"title":363,"description":364,"tip":365},5,"Complete the representations and warranties section","Have the assignor confirm sole ownership, absence of encumbrances, no pending infringement claims, and full authority to transfer. Request supporting documentation — prior assignment agreements, license agreements — to verify each warranty.","Ask the assignor to attach a list of all existing licenses or permissions granted to third parties, even informal ones. This becomes an exhibit and limits future warranty-breach claims.",{"step":367,"title":368,"description":369,"tip":370},6,"Add the moral rights waiver if creative or software IP is involved","Include the moral rights waiver clause for any work created by an individual — software, design, writing, or music — especially if the assignor is located in Canada, France, Germany, or another jurisdiction recognizing moral rights.","In jurisdictions where moral rights cannot be waived (e.g., France for personal-nature works), obtain the broadest consent to modification permitted by local law instead.",{"step":372,"title":373,"description":374,"tip":375},7,"Set governing law and dispute resolution","Choose a jurisdiction with a meaningful connection to at least one party — typically the assignee's place of incorporation or the state where the IP was developed. Specify arbitration or court venue.","Delaware is a common choice for US company-to-company assignments because its courts have extensive IP and contract law precedent, even if neither party operates there.",{"step":377,"title":378,"description":379,"tip":380},8,"Execute and file with the relevant IP registry","Both parties must sign and date the agreement. File the executed assignment with the USPTO, CIPO, IPO, or EUIPO within 3 months of signing to preserve priority against subsequent transferees and creditors.","The USPTO charges a recordation fee per assignment document, not per patent — bundle multiple patent assignments in one filing where possible to reduce costs.",[382,386,390,394,398,402],{"mistake":383,"why_it_matters":384,"fix":385},"Vague IP description with no schedule","An assignment that refers to 'all IP related to the company' without a specific schedule is routinely challenged in disputes and cannot be recorded at a patent or trademark office.","Attach a Schedule A that lists every IP asset by its official registration number, filing number, or a precise written description. Update the schedule before signing.",{"mistake":387,"why_it_matters":388,"fix":389},"Omitting consideration in founder-to-company transfers","An assignment with no stated consideration may be treated as an unenforceable gift, particularly if the founder later disputes ownership or becomes a creditor in insolvency proceedings.","Recite at minimum a nominal sum of $1 and have the assignor acknowledge receipt. For material IP, use equity or a documented purchase price.",{"mistake":391,"why_it_matters":392,"fix":393},"No further-assurances obligation","Without this clause, a founder or contractor who falls out with the company can refuse to sign the USPTO recordation papers, leaving the assignee with unrecorded title for years.","Include a specific further-assurances clause requiring the assignor to sign all documents and cooperate with recordation at the assignee's request and expense, even after closing.",{"mistake":395,"why_it_matters":396,"fix":397},"Failing to record the assignment with the relevant IP office","In the US, an unrecorded patent assignment is void against a subsequent good-faith purchaser who records first. Investors and acquirers conducting due diligence also treat unrecorded assignments as unresolved title defects.","File the executed assignment with the USPTO, CIPO, or relevant national registry within 3 months of signing. Keep the recordation certificate on file as proof of perfected title.",{"mistake":399,"why_it_matters":400,"fix":401},"Ignoring moral rights in international assignments","Acquiring full ownership under US law does not automatically extinguish the creator's moral rights under French, German, or Canadian law, which can prevent modifications or require attribution indefinitely.","Add a moral rights waiver clause and, for EU and Canadian counterparties, obtain the broadest consent to modification that local law permits in writing.",{"mistake":403,"why_it_matters":404,"fix":405},"Warranty cap set at nominal consideration","If the consideration is $1 and the indemnification cap matches, the assignee bears the full cost of any title dispute — which can reach six figures in patent litigation.","Set the indemnification cap at a commercially meaningful level — a multiple of actual consideration or the fair market value of the IP — separate from the nominal recitation of consideration.",[407,410,413,416,419,422,425,428,431],{"question":408,"answer":409},"What is an intellectual property assignment?","An intellectual property assignment is a written legal agreement that permanently transfers full ownership of IP rights — patents, copyrights, trademarks, trade secrets, or software — from one party (the assignor) to another (the assignee). Unlike a license, which grants permission to use IP while the original owner retains title, an assignment extinguishes the assignor's ownership entirely and vests all rights in the assignee. The agreement must be in writing and signed to be enforceable for most categories of IP under US, UK, Canadian, and EU law.\n",{"question":411,"answer":412},"What is the difference between an IP assignment and a license?","An assignment permanently transfers ownership — after signing, the assignor no longer owns the IP and cannot use it without the new owner's permission. A license grants a right to use the IP for a defined purpose, territory, or time period while the licensor retains ownership. If you are acquiring a business or need to control how IP is used and monetized, an assignment is typically the right instrument. If you want to generate royalty income while keeping title, a license agreement is more appropriate.\n",{"question":414,"answer":415},"Does an IP assignment need to be recorded with a government registry?","Recording is not mandatory to create a valid assignment between the parties, but it is strongly recommended. In the United States, an unrecorded patent assignment is void against a subsequent good-faith purchaser or creditor who records first under 35 U.S.C. § 261. Recording with the USPTO, CIPO, IPO, or EUIPO also provides public notice of ownership and is required before the new owner can sue for infringement in some jurisdictions. Most IP counsel recommend filing within 3 months of execution.\n",{"question":417,"answer":418},"Can a contractor or freelancer keep rights to work they created for a client?","In the absence of a written assignment or a qualifying work-for-hire agreement, the answer in most common-law jurisdictions is yes. Under US copyright law, independent contractors — as opposed to employees — retain ownership of creative works unless a written work-for-hire agreement is signed and the work falls within one of the nine statutory categories, or unless a separate written assignment transfers ownership. This is a frequent and costly surprise for startups and businesses that commission software, design, or content without an IP assignment clause in their contractor agreements.\n",{"question":420,"answer":421},"What IP should founders assign to their company at formation?","Founders should assign any IP developed before incorporation that is related to the company's intended business — including prototype code, product designs, algorithms, branding, and domain names. Investors conducting due diligence will verify that all material IP is held by the company entity, not by individual founders. An unassigned patent or codebase sitting in a founder's personal name is a deal-stopper in most venture financings and M&A transactions. Execute the assignment at or before formation, and record it with the relevant IP office if the IP is registered.\n",{"question":423,"answer":424},"Is a nominal $1 consideration sufficient for an IP assignment to be binding?","Yes, in most common-law jurisdictions including the US, Canada, and the UK, nominal consideration of $1 — paired with an acknowledgment of receipt — is legally sufficient to support a binding contract. Courts generally do not evaluate the adequacy of consideration. However, for assignments made in connection with a broader transaction (acquisition, employment, or contractor engagement), using a commercially meaningful amount or referencing the broader deal consideration is prudent and reduces the risk of a future challenge on unconscionability grounds.\n",{"question":426,"answer":427},"What happens if an IP assignment is signed after an employee starts work?","In common-law jurisdictions, a promise made to an existing employee without new consideration may be unenforceable for lack of consideration — the same problem that affects employment contracts signed after the start date. For IP assignments from current employees, provide a documented benefit (bonus, salary increase, or additional equity) as fresh consideration at the time of signing. Assignments executed before employment or at the start of a new role avoid this problem entirely.\n",{"question":429,"answer":430},"Do moral rights affect an IP assignment?","Yes, particularly in France, Germany, Canada, and other civil-law jurisdictions. Moral rights — including the right to attribution and the right to object to distortion of a work — belong to the creator personally and typically cannot be transferred, only waived. A full ownership assignment under US law does not automatically extinguish moral rights under French or German law if the creator is based there. Including a broad moral-rights waiver clause in the assignment, and obtaining the widest consent permitted by local law for EU and Canadian counterparties, is standard practice for international IP acquisitions.\n",{"question":432,"answer":433},"What IP registrations require a recorded assignment to enforce rights?","US patent law under 35 U.S.C. § 261 requires recordation for the assignment to be effective against subsequent purchasers and creditors. For trademarks, recording an assignment with the USPTO or national registry is required to maintain the trademark's validity — an unrecorded trademark assignment that lacks a transfer of the associated goodwill can void the trademark entirely. Copyright assignments in the US need not be recorded to be valid between parties, but recordation creates a presumption of ownership in disputes. Best practice is to record all IP assignments within 3 months of execution.\n",[435,439,443,447,451,455],{"industry":436,"icon_asset_id":437,"specifics":438},"Technology / SaaS","industry-saas","Software code, algorithms, and proprietary datasets transferred from founding engineers to the company entity at incorporation, and from contractors delivering product features under development agreements.",{"industry":440,"icon_asset_id":441,"specifics":442},"Life Sciences and Biotech","industry-healthtech","Patent assignments arising from university research collaborations, inventor assignments required to maintain USPTO ownership chains, and transfer of compound libraries in pharma asset deals.",{"industry":444,"icon_asset_id":445,"specifics":446},"Creative and Media","industry-marketing","Copyright assignments for commissioned content, music, video, and brand design — critical because independent creators retain copyright by default unless a written assignment is executed.",{"industry":448,"icon_asset_id":449,"specifics":450},"Manufacturing and Engineering","industry-manufacturing","Patent and trade secret assignments covering manufacturing processes, product designs, and tooling — typically executed as part of an asset purchase or joint-venture dissolution.",{"industry":452,"icon_asset_id":453,"specifics":454},"Professional Services","industry-professional-services","Assignment of client-facing deliverables — custom software, reports, and methodologies — where the engagement contract must include an explicit IP assignment to transfer ownership from the firm to the client.",{"industry":456,"icon_asset_id":457,"specifics":458},"Retail and E-commerce","industry-retail","Trademark and brand assignments executed during business acquisitions or rebranding, and copyright assignments for product photography, packaging design, and proprietary software tools.",[460,463,465,468],{"vs":53,"vs_template_id":461,"summary":462},"intellectual-property-license-agreement-D5233","A license grants the right to use IP for a specific purpose, territory, or time period while the licensor retains ownership. An assignment permanently transfers full title to the assignee. Use a license when you want to generate ongoing royalty income or retain control over how the IP is used; use an assignment when the acquirer needs complete, unencumbered ownership — as required in most M&A and venture financing transactions.",{"vs":85,"vs_template_id":235,"summary":464},"A contractor agreement governs the engagement terms — deliverables, payment, and scope — but does not automatically transfer IP ownership in most jurisdictions. An IP assignment (or a work-for-hire clause embedded in the contractor agreement) is the instrument that actually vests ownership in the client. Both documents are typically needed when commissioning custom creative or technical work.",{"vs":117,"vs_template_id":466,"summary":467},"asset-purchase-agreement-D5195","An asset purchase agreement covers the acquisition of an entire bundle of business assets — equipment, inventory, contracts, and IP — at a transaction level. An IP assignment is the standalone instrument used to transfer a specific IP asset, and is often executed as a closing document under a broader asset purchase agreement. For IP-only transactions, the IP assignment alone is sufficient.",{"vs":469,"vs_template_id":470,"summary":471},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","An NDA protects confidential information by restricting disclosure during negotiations or a working relationship — it does not transfer any ownership rights. An IP assignment is executed after the parties agree to transfer ownership and is the document that actually effects the change in title. NDAs are typically signed first, during due diligence; the IP assignment closes the transaction.",{"use_template":473,"template_plus_review":477,"custom_drafted":481},{"best_for":474,"cost":475,"time":476},"Founder-to-company assignments at incorporation, straightforward contractor IP transfers, and single-asset copyright or trademark assignments with clear ownership","Free","30–60 minutes",{"best_for":478,"cost":479,"time":480},"Assignments involving registered patents, cross-border transfers with moral-rights implications, or IP tied to an acquisition or fundraising round","$400–$1,000 (IP attorney review)","2–5 days",{"best_for":482,"cost":483,"time":484},"Complex patent portfolios, university technology transfers, M&A IP schedules, or assignments with royalty-back or license-back arrangements","$2,000–$8,000+","1–4 weeks",[486,491,496,501],{"code":487,"name":488,"flag_asset_id":489,"note":490},"us","United States","flag-us","Under 35 U.S.C. § 261, a patent assignment must be in writing and should be recorded with the USPTO within 3 months of execution to be effective against subsequent good-faith purchasers. Copyright assignments under 17 U.S.C. § 204 must be in writing and signed by the assignor. Work-for-hire doctrine applies to employees but not independent contractors for most creative works unless a signed written agreement exists. Moral rights are limited under US law to works of visual art under 17 U.S.C. § 106A.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"ca","Canada","flag-ca","The Patent Act requires patent assignments to be in writing; registration with the Canadian Intellectual Property Office (CIPO) is strongly recommended. Copyright assignments under the Copyright Act must be in writing and signed. Unlike the US, Canadian law recognizes broad moral rights for authors — including software developers — which survive assignment and must be expressly waived in the agreement. Quebec's Civil Code may impose additional formalities for assignments involving Quebec-based assignors.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"uk","United Kingdom","flag-uk","Under the Copyright, Designs and Patents Act 1988, copyright assignments must be in writing and signed by or on behalf of the assignor. Patent assignments should be registered with the UK Intellectual Property Office (IPO) within 6 months to avoid loss of costs in infringement proceedings. Post-Brexit, UK and EU trademark and design registrations are separate; an assignment of an EU trademark does not automatically transfer the parallel UK registration. Employees in the UK own their own inventions unless made in the normal course of duties, making written assignment clauses in employment contracts essential.",{"code":502,"name":503,"flag_asset_id":504,"note":505},"eu","European Union","flag-eu","EU trademark assignments must be recorded with the EUIPO to be effective against third parties; the same applies to EU design rights. Copyright assignment formality requirements vary by member state — France requires assignments to specifically identify each right transferred, each territory, and the duration. French and German law recognizes strong moral rights that cannot be assigned and can only be partially waived; creators retain the right to object to distortion of their works. The EU Software Directive treats employer-owned software as a work-for-hire equivalent, but written assignment agreements are still advisable for contractor-developed software.",[250,235,470,253,507,508,509,510,511,512,513,514],"employment-agreement_at-will-employee-D541","team-work-agreement-D13888","confidentiality-agreement-D950","technology-transfer-agreement-D919","joint-venture-agreement-D889","custom-software-development-agreement-D787","trademark-license-agreement-D5230","founders-agreement-D12653",{"emit_how_to":195,"emit_defined_term":195},{"primary_folder":110,"secondary_folder":517,"document_type":518,"industry":519,"business_stage":520,"tags":521,"confidence":527},"intellectual-property-and-licensing","agreement","general","all-stages",[522,523,524,525,526],"intellectual-property","contract","legal","ip-assignment","ownership-transfer",0.95,"\u003Ch2>What is an Intellectual Property Assignment?\u003C/h2>\n\u003Cp>An \u003Cstrong>Intellectual Property Assignment\u003C/strong> is a legally binding agreement that permanently transfers full ownership of intellectual property rights — patents, copyrights, trademarks, trade secrets, or proprietary software — from the original owner (the assignor) to a new owner (the assignee). Unlike a license, which permits use while the creator retains title, an assignment extinguishes the assignor's ownership entirely. Once executed and recorded, the assignee holds all rights to use, sell, sublicense, and enforce the IP as if they had created it themselves. The agreement must be in writing and signed by the assignor to be enforceable under IP law in virtually every major jurisdiction.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed IP assignment, the company you are building — or acquiring — may not legally own its most valuable assets. Investors routinely terminate term sheets when due diligence reveals that a founder's code, a contractor's design, or a co-developer's patent is not formally held by the entity. Under US copyright law, an independent contractor who writes software or creates designs retains ownership by default unless a written agreement explicitly transfers it; a handshake deal or a payment receipt is not enough. The same gap appears in founder situations: IP developed personally before incorporation stays in the founder's name until a signed assignment moves it into the company. A properly executed and recorded IP assignment closes these title defects before they become deal-breakers, protects the assignee's ability to enforce rights against infringers, and creates the clean chain of title that banks, investors, and acquirers require at every stage of a company's growth.\u003C/p>\n",1778696357927]