[{"data":1,"prerenderedAt":527},["ShallowReactive",2],{"document-patent-assignment-D966":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":179,"customdescription":6,"mdFm":180,"mdProseHtml":526},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"PATENT ASSIGNMENT This Patent Assignment (the \"Agreement\") is made and effective the [Date]. BETWEEN: [ASSIGNOR NAME] (the \"Assignor\"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: AND: [ASSIGNEE NAME] (the \"Assignee\"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: WHEREAS, Assignor, has invented a certain new and useful invention (the \"Invention\") and Assignor holds a patent related thereto, both of which are described in Exhibit A (the \"Patent\"); and WHEREAS, Assignee, wishes to acquire the entire rights, title, and interest in the Invention and the Patent; NOW, the parties agree as follows: Assignment Assignor does hereby irrevocably assign to Assignee all rights, title, and interest (including but not limited to, the patent claims, all rights to prepare derivative works, all goodwill and all other rights), in and to the Patent and the Invention. Consideration In consideration for the assignment set forth in Section 1, Assignor shall pay Assignee the sum of [amount], payable on [Date]. Representations and Warranties Assignor represents and warrants to Assignee: (a) Assignor has the right, power and authority to enter into this Agreement; (b) Assignor is the exclusive owner of all right, title and interest, including all intellectual property rights, in the Invention and the Patent; (c) The Invention and Patent are free of any liens, security interests, encumbrances or licenses; (d) The Invention and Patent do not infringe the rights of any person or entity; (e) There are no claims, pending or threatened, with respect to Assignor's rights in the Invention and Patent; (f) This Agreement is valid, binding and enforceable in accordance with its terms; and (g) Assignor is not subject to any agreement, judgment or order inconsistent with the terms of this Agreement. (h) the Assignee can register and dispose of the copyright in the Work in the Assignee's own name. Attorney's Fees ",null,"Patent Assignment","4",46,"doc","https://templates.business-in-a-box.com/imgs/1000px/patent-assignment-D966.png","https://templates.business-in-a-box.com/imgs/250px/966.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#966.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":20,"url":21},"Copyrights, Patents & Trademarks","/templates/copyrights-patent-trademark/","patent assignment","Patent Assignment Template","https://templates.business-in-a-box.com/imgs/400px/966.png",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,32],{"label":27,"url":28},{"label":17,"url":18},{"label":33,"url":34},"Intellectual Property & Licensing","/templates/intellectual-property-and-licensing/",[36,40,44,48,52,56,60,64,68,72,76,80,84,101,117,132,149,165],{"label":37,"url":38,"thumb":39,"extension":10},"Patent License Agreement","/template/patent-license-agreement-D967","https://templates.business-in-a-box.com/imgs/250px/967.png",{"label":41,"url":42,"thumb":43,"extension":10},"Copyright Assignment","/template/copyright-assignment-D960","https://templates.business-in-a-box.com/imgs/250px/960.png",{"label":45,"url":46,"thumb":47,"extension":10},"Assignment","/template/assignment-D942","https://templates.business-in-a-box.com/imgs/250px/942.png",{"label":49,"url":50,"thumb":51,"extension":10},"Trademark Assignment Short Form","/template/trademark-assignment-short-form-D972","https://templates.business-in-a-box.com/imgs/250px/972.png",{"label":53,"url":54,"thumb":55,"extension":10},"Assignment Agreement","/template/assignment-agreement-D12542","https://templates.business-in-a-box.com/imgs/250px/12542.png",{"label":57,"url":58,"thumb":59,"extension":10},"Assignment for Deed","/template/assignment-for-deed-D974","https://templates.business-in-a-box.com/imgs/250px/974.png",{"label":61,"url":62,"thumb":63,"extension":10},"Assignment of Copyright","/template/assignment-of-copyright-D755","https://templates.business-in-a-box.com/imgs/250px/755.png",{"label":65,"url":66,"thumb":67,"extension":10},"Assignment of Contract","/template/assignment-of-contract-D939","https://templates.business-in-a-box.com/imgs/250px/939.png",{"label":69,"url":70,"thumb":71,"extension":10},"Assignment of Assets","/template/assignment-of-assets-D938","https://templates.business-in-a-box.com/imgs/250px/938.png",{"label":73,"url":74,"thumb":75,"extension":10},"Assignment of License","/template/assignment-of-license-D940","https://templates.business-in-a-box.com/imgs/250px/940.png",{"label":77,"url":78,"thumb":79,"extension":10},"Assignment of Lien","/template/assignment-of-lien-D941","https://templates.business-in-a-box.com/imgs/250px/941.png",{"label":81,"url":82,"thumb":83,"extension":10},"Assignment of Mortgage","/template/assignment-of-mortgage-D1156","https://templates.business-in-a-box.com/imgs/250px/1156.png",{"description":85,"descriptionCustom":6,"label":86,"pages":87,"size":88,"extension":10,"preview":89,"thumb":90,"svgFrame":91,"seoMetadata":92,"parents":93,"keywords":99,"url":100},"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. NOTICE","Intellectual Property Assignment","7",80,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-assignment-D5229.png","https://templates.business-in-a-box.com/imgs/250px/5229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5229.xml",{"title":6,"description":6},[94,96],{"label":17,"url":95},"business-legal-agreements",{"label":97,"url":98},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":105,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":111,"keywords":110,"url":116},"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":110,"description":6},"non disclosure agreement nda",[112,113],{"label":17,"url":95},{"label":114,"url":115},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":118,"descriptionCustom":6,"label":119,"pages":120,"size":121,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":126,"keywords":130,"url":131},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. 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},[127],{"label":128,"url":129},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":133,"descriptionCustom":6,"label":134,"pages":87,"size":105,"extension":10,"preview":135,"thumb":136,"svgFrame":137,"seoMetadata":138,"parents":140,"keywords":139,"url":148},"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":139,"description":6},"employment agreement_at will employee",[141,144,147],{"label":142,"url":143},"Human Resources","human-resources",{"label":145,"url":146},"Hire an Employee","hire-employee",{"label":17,"url":95},"/template/employment-agreement_at-will-employee-D541",{"description":150,"descriptionCustom":6,"label":151,"pages":152,"size":153,"extension":10,"preview":154,"thumb":155,"svgFrame":156,"seoMetadata":157,"parents":158,"keywords":163,"url":164},"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},[159,160],{"label":17,"url":95},{"label":161,"url":162},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":166,"descriptionCustom":6,"label":167,"pages":168,"size":169,"extension":10,"preview":170,"thumb":171,"svgFrame":172,"seoMetadata":173,"parents":174,"keywords":177,"url":178},"TECHNOLOGY TRANSFER AGREEMENT This Technology Transfer Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\"), 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 \"Purchaser\"), an individual with his main address located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS on this date [DATE], [YOUR COMPANY NAME] and the [COMPANY NAME] (the \"Purchaser\") have entered into a Share Purchase Agreement pursuant to which the Purchaser purchased from [YOUR COMPANY NAME] [NUMBER] Common shares of the share capital of [YOUR COMPANY NAME]; WHEREAS the Purchaser, for the price and subject to the terms and conditions contained herein, wishes to purchase from [YOUR COMPANY NAME], all of [YOUR COMPANY NAME]'s rights, titles and interests in the technology related to [DESCRIBE TECHNOLOGY TO BE TRANSFERRED] (collectively, the \"Technology\"); AND WHEREAS [YOUR COMPANY NAME], for the price and subject to the terms and conditions contained herein, wishes to sell to the purchaser name, all of its rights, titles and interests in the Technology; NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE PARTIES HERETO AGREE AS FOLLOWS: 1. SALE OF TECHNOLOGY 1.1 Subject to the terms and conditions herein contained, [YOUR COMPANY NAME] hereby sells and transfers its rights, titles and interests in the Technology to the Purchaser, and the Purchaser hereby purchases such rights, titles and interests from [YOUR COMPANY NAME] for a total purchase price (the \"Purchase Price\") of [AMOUNT] payable as hereinafter set forth. 2. PAYMENT OF PURCHASE PRICE 2.1 The Purchase Price shall be paid by the purchaser to [YOUR COMPANY NAME] by the remittance, concurrently with the execution of this Agreement, of a certified check drafted to the order of the Seller in the amount of [AMOUNT]. 3","Technology Transfer Agreement","2",42,"https://templates.business-in-a-box.com/imgs/1000px/technology-transfer-agreement-D919.png","https://templates.business-in-a-box.com/imgs/250px/919.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#919.xml",{"title":6,"description":6},[175,176],{"label":17,"url":95},{"label":17,"url":95},"technology transfer agreement","/template/technology-transfer-agreement-D919",false,{"seo":181,"reviewer":192,"legal_disclaimer":196,"quick_facts":197,"at_a_glance":199,"personas":203,"variants":228,"glossary":253,"clauses":290,"how_to_fill":340,"common_mistakes":381,"faqs":406,"industries":434,"comparisons":459,"diy_vs_lawyer":470,"jurisdictions":483,"related_template_ids_curated":504,"schema":515,"classification":516},{"meta_title":182,"meta_description":183,"primary_keyword":184,"secondary_keywords":185},"Patent Assignment Template | Free Word Download","Free patent assignment template to transfer patent rights from assignor to assignee. Covers full title, consideration, warranties, and recording.","patent assignment template",[186,187,188,189,99,190,191],"patent assignment agreement template","patent assignment form","patent transfer agreement","patent assignment template word","patent assignment free download","patent rights transfer document",{"name":193,"credential":194,"reviewed_date":195},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":198,"legal_review_recommended":196,"signature_required":196,"notarization_required":179},"advanced",{"what_it_is":200,"when_you_need_it":201,"whats_inside":202},"A Patent Assignment is a legally binding agreement that transfers ownership of a patent or patent application from one party (the assignor) to another (the assignee). This free Word download lets you document the transfer of full title to an invention, including all rights to enforce, license, and commercialize it, and export the completed document as PDF for filing with the relevant patent office.\n","Use it when selling a patent outright, transferring IP from a founder or employee to a company, closing an acquisition that includes patent assets, or satisfying an investor's requirement that all IP be held by the corporate entity.\n","Identification of the assignor and assignee, a full description of the patent or application being transferred, the consideration paid, representations and warranties on title and enforceability, the scope of rights assigned, recording obligations, and governing law.\n",[204,208,212,216,220,224],{"title":205,"use_case":206,"icon_asset_id":207},"Startup founders","Transferring personally held patents to the company entity before a funding round","persona-startup-founder",{"title":209,"use_case":210,"icon_asset_id":211},"Corporate IP counsel","Documenting patent transfers in M&A transactions or corporate restructurings","persona-ip-counsel",{"title":213,"use_case":214,"icon_asset_id":215},"Individual inventors","Selling a patent outright to a buyer or licensing firm for a lump-sum payment","persona-inventor",{"title":217,"use_case":218,"icon_asset_id":219},"HR and legal teams","Capturing invention assignments from employees as part of onboarding IP hygiene","persona-hr-manager",{"title":221,"use_case":222,"icon_asset_id":223},"Technology companies","Acquiring patent portfolios from competitors or distressed businesses","persona-technology-company",{"title":225,"use_case":226,"icon_asset_id":227},"Universities and research institutions","Commercializing faculty inventions by transferring rights to a spinout or licensee","persona-university-researcher",[229,233,236,240,243,246,249],{"situation":230,"recommended_template":231,"slug":232},"Transferring all rights to a patent permanently for a cash payment","Patent Assignment Agreement (Full)","patent-assignment-D966",{"situation":234,"recommended_template":37,"slug":235},"Granting rights to use a patent without transferring ownership","patent-license-agreement-D967",{"situation":237,"recommended_template":238,"slug":239},"Assigning all IP created by an employee during employment","Employee IP Assignment Agreement","ip-sale-agreement-D964",{"situation":241,"recommended_template":151,"slug":242},"Transferring patents as part of a broader business asset sale","asset-purchase-agreement-D928",{"situation":244,"recommended_template":245,"slug":232},"Assigning rights from a co-inventor to a single corporate owner","Co-Inventor Patent Assignment",{"situation":247,"recommended_template":248,"slug":235},"Pledging patent rights as collateral for a loan","Patent Security Agreement",{"situation":250,"recommended_template":251,"slug":252},"Transferring trademark and copyright alongside patent rights","Intellectual Property Assignment Agreement","intellectual-property-assignment-D5229",[254,257,260,263,266,269,272,275,278,281,284,287],{"term":255,"definition":256},"Assignor","The current owner of a patent or patent application who is transferring their rights to another party.",{"term":258,"definition":259},"Assignee","The party receiving full ownership of the patent or patent application under the assignment.",{"term":261,"definition":262},"Patent Application","A formal request filed with a patent office to obtain patent protection for an invention, before a patent is granted.",{"term":264,"definition":265},"Consideration","The payment or other benefit exchanged for the transfer of patent rights — typically a stated dollar amount or a recital of other valuable consideration.",{"term":267,"definition":268},"Chain of Title","The documented sequence of ownership transfers for a patent from the original inventor to the current owner, establishing clear title.",{"term":270,"definition":271},"Recordation","The formal filing of a patent assignment with the relevant patent office (e.g., the USPTO) to put the public on notice of the change in ownership.",{"term":273,"definition":274},"Warranty of Title","A representation by the assignor that they have full, unencumbered ownership of the patent and the legal authority to transfer it.",{"term":276,"definition":277},"Continuation Application","A subsequent patent application claiming the same invention as an earlier application, which should be explicitly included in the assignment to avoid ownership gaps.",{"term":279,"definition":280},"Priority Date","The earliest filing date associated with a patent application, which determines its position in time relative to prior art and competing applications.",{"term":282,"definition":283},"Encumbrance","Any lien, license, or third-party claim on a patent that limits or restricts the assignor's ability to transfer full, clean title.",{"term":285,"definition":286},"Inventor","The individual who conceived the invention — distinct from the owner; inventors must be named on the patent regardless of who owns it.",{"term":288,"definition":289},"USPTO","The United States Patent and Trademark Office, the federal agency that grants US patents and records patent assignments.",[291,296,301,306,310,315,320,325,330,335],{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Parties and recitals","Identifies the assignor and assignee by their full legal names and states the purpose and background of the assignment.","This Patent Assignment Agreement ('Agreement') is entered into as of [DATE] by and between [ASSIGNOR FULL LEGAL NAME], a [ENTITY TYPE] organized under the laws of [JURISDICTION] ('Assignor'), and [ASSIGNEE FULL LEGAL NAME], a [ENTITY TYPE] organized under the laws of [JURISDICTION] ('Assignee').","Using a trade name or individual nickname instead of the registered legal entity name, which creates chain-of-title defects that must be corrected by a subsequent corrective assignment.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Description and identification of assigned patents","Lists every patent and application being transferred by patent number, application number, title, filing date, and country of registration.","Assignor hereby assigns to Assignee all right, title, and interest in and to the patents and patent applications listed in Exhibit A, including U.S. Patent No. [PATENT NUMBER] entitled '[TITLE OF INVENTION],' filed [FILING DATE], and all continuations, divisionals, and foreign counterparts thereof.","Omitting continuation, divisional, and foreign counterpart applications from the list — creating gaps in the portfolio that require costly corrective filings later.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Assignment of title and scope of rights","Transfers the full bundle of patent rights — including the right to sue for past infringement, license, and commercialize the invention — from assignor to assignee.","Assignor hereby irrevocably assigns, transfers, and conveys to Assignee the entire right, title, and interest in and to the Assigned Patents, including all rights to (a) sue and recover damages for past and future infringement, (b) grant licenses or sublicenses, and (c) apply for related patents in any jurisdiction.","Assigning only the right to 'use' the patent rather than full title, which results in a license rather than an assignment and leaves the assignor as the record owner.",{"name":264,"plain_english":307,"sample_language":308,"common_mistake":309},"States the payment or other value exchanged for the assignment, which is required to make the contract binding.","In consideration of the payment of [USD $AMOUNT] ('Purchase Price'), receipt of which Assignor hereby acknowledges, and other good and valuable consideration, Assignor agrees to the assignment set forth herein.","Reciting only 'one dollar and other valuable consideration' without specifying the actual agreed amount, which can undermine the document's credibility in subsequent litigation or due diligence.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Representations and warranties","The assignor confirms they own the patent free of encumbrances, the patent is valid and not subject to any undisclosed challenges, and they have authority to execute the assignment.","Assignor represents and warrants that: (a) Assignor is the sole and exclusive owner of the Assigned Patents; (b) the Assigned Patents are free and clear of all liens, licenses, and encumbrances; (c) Assignor has not previously assigned, transferred, or encumbered the Assigned Patents; and (d) Assignor has full authority to enter into this Agreement.","Omitting a warranty that no prior license grants exist, leaving the assignee exposed to undisclosed licensees who retain rights to practice the patent after the transfer.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Inventor cooperation covenant","Requires the assignor and any named inventors to sign additional documents, make declarations, and assist the assignee in prosecuting or defending the patent after closing.","Assignor shall, and shall cause each named inventor to, execute all documents, provide all declarations, and take all further actions reasonably requested by Assignee to record, perfect, or enforce the assignment, including executing any supplemental assignments required by any patent office.","No cooperation clause — once consideration is paid, an uncooperative former owner can stall USPTO maintenance filings, international prosecution, and enforcement actions, all of which require inventor signatures.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Recordation obligation","Specifies who is responsible for recording the assignment with the USPTO (and foreign offices) and within what timeframe, which is critical to establishing priority over subsequent transferees.","Assignee shall record this Agreement with the USPTO within [30] days of execution and shall bear all associated recordation fees. Assignor shall cooperate with any additional filings required by foreign patent offices within [60] days of Assignee's written request.","Leaving recordation responsibility unspecified — if neither party records the assignment, a subsequent assignee who records first may take priority over the original assignee under 35 U.S.C. § 261.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Indemnification","Allocates responsibility between the parties if a third party challenges the patent's validity or ownership, or if the assignor's warranties prove to be false.","Assignor shall indemnify, defend, and hold harmless Assignee from and against any claims, losses, or damages arising out of (a) any breach of Assignor's representations and warranties, or (b) any third-party claim that Assignor lacked authority to transfer the Assigned Patents.","One-sided indemnification that covers only patent validity challenges but not ownership challenges, leaving the assignee unprotected against a co-inventor who was not party to the assignment.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes are resolved — arbitration, mediation, or courts — and where.","This Agreement shall be governed by the laws of the State of [STATE], without regard to its conflict-of-laws 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 state that has no connection to either party's operations, which courts in some jurisdictions may treat as unenforceable forum-shopping and decline to apply.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Entire agreement and severability","Confirms the written agreement is the complete record of the deal and that if any provision is found 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 and effect.","No integration clause — prior email negotiations and term sheets can then be introduced as evidence of additional obligations not in the signed agreement, complicating enforcement.",[341,346,351,356,361,366,371,376],{"step":342,"title":343,"description":344,"tip":345},1,"Identify all parties by their full legal names","Enter the assignor's and assignee's complete registered legal names, entity types (individual, LLC, corporation), and states or countries of organization. If the assignor is an individual inventor, use their full legal name as it appears on the patent.","Cross-check the assignor's name against the USPTO assignment database before signing — any discrepancy requires a corrective assignment before recording.",{"step":347,"title":348,"description":349,"tip":350},2,"Build a complete patent schedule as Exhibit A","List every patent and patent application being transferred with its patent number or application number, title, filing date, and country. Explicitly include all continuations, divisionals, reissues, and foreign counterparts of each listed patent.","Pull the full family from the USPTO Patent Center or Espacenet before drafting Exhibit A — a single omitted continuation can cost more to correct than the original legal fees.",{"step":352,"title":353,"description":354,"tip":355},3,"State the consideration clearly","Enter the agreed purchase price in full. If the assignment is a gift or intra-company transfer with no cash payment, recite at minimum 'good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged' to ensure the contract is supported by consideration.","For significant transactions, document the purchase price in a separate term sheet or letter of intent before executing the assignment — this protects both parties if the deal is later disputed.",{"step":357,"title":358,"description":359,"tip":360},4,"Review and complete the representations and warranties","Confirm each warranty is accurate: the assignor owns the patent outright, no prior licenses or encumbrances exist, and no litigation or inter partes review is pending. If exceptions exist, disclose them in a schedule rather than deleting the warranty entirely.","Request a fresh USPTO assignment database search and a litigation history check on the patent number before signing — surprises here are far cheaper to address before closing.",{"step":362,"title":363,"description":364,"tip":365},5,"Include the inventor cooperation covenant","Name every inventor listed on the patent in the cooperation clause and specify the types of assistance they must provide — USPTO declarations, foreign filing signatures, and affidavits for enforcement proceedings.","If any named inventor is no longer reachable or is a former employee, note it now and obtain a signed cooperation agreement from them separately before the assignment closes.",{"step":367,"title":368,"description":369,"tip":370},6,"Assign recordation responsibility and deadline","Specify that the assignee will record the assignment with the USPTO within 3 months of execution to establish priority under 35 U.S.C. § 261. For international patents, identify which foreign offices require recordation and set separate deadlines.","File the assignment with the USPTO electronically through the Electronic Patent Assignment System (EPAS) — paper filings take significantly longer to process and create a gap in public notice.",{"step":372,"title":373,"description":374,"tip":375},7,"Execute before all required signatories","Both the assignor and assignee must sign the agreement. If the assignor is an entity, obtain a signature from an authorized officer and attach evidence of authority (board resolution or incumbency certificate). Some jurisdictions and foreign patent offices also require notarization.","Obtain signatures from all named individual inventors separately if they are different from the assignor entity — some patent offices treat inventors as essential parties to the assignment.",{"step":377,"title":378,"description":379,"tip":380},8,"Record the assignment and retain originals","File the executed assignment with the USPTO via EPAS and retain the recorded copy with the reel and frame number. File with any applicable foreign patent offices within the deadlines specified in the agreement.","Store the fully executed, recorded assignment in a central IP docket system and link it to the patent file — gaps in the docket are the first thing an acquirer's IP due diligence will flag.",[382,386,390,394,398,402],{"mistake":383,"why_it_matters":384,"fix":385},"Omitting continuation and divisional applications from Exhibit A","A patent family often includes filed or pending continuations that share the same priority date as the assigned patent. Omitting them leaves those applications owned by the assignor, splitting the portfolio and undermining the assignee's enforcement position.","Run a full patent family search on each listed patent before drafting Exhibit A and include every continuation, divisional, reissue, and foreign counterpart by application number.",{"mistake":387,"why_it_matters":388,"fix":389},"Failing to record with the USPTO promptly","Under 35 U.S.C. § 261, an unrecorded assignment is void against a subsequent assignee who records without notice of the prior transfer. Delaying recordation beyond three months creates a window during which a fraudulent or erroneous second assignment could take priority.","File the assignment electronically through the USPTO EPAS system within 30 days of execution and confirm the recorded reel and frame number before closing any related transaction.",{"mistake":391,"why_it_matters":392,"fix":393},"No warranty against prior licenses or encumbrances","Without this warranty, the assignee may discover post-closing that the patent is subject to a royalty-free license granted to a third party years earlier, materially reducing its commercial value.","Require the assignor to represent explicitly that no prior licenses, covenants not to sue, or security interests exist, and attach a schedule of any known exceptions for the assignee to accept or reject.",{"mistake":395,"why_it_matters":396,"fix":397},"Skipping the inventor cooperation clause","Patent prosecution, maintenance, and enforcement routinely require declarations and signatures from named inventors. A former employee or co-founder who is not contractually obligated to cooperate can block or delay critical filings indefinitely.","Include a cooperation covenant binding each named inventor personally, not just the assignor entity, and obtain signatures from all individual inventors as additional parties or witnesses at execution.",{"mistake":399,"why_it_matters":400,"fix":401},"Using an entity's trade name instead of its registered legal name","A trade name is not a legal entity and cannot hold title to a patent. An assignment to or from a trade name creates a chain-of-title defect that requires a corrective assignment — and may need to be re-recorded at additional cost before the patent can be licensed or sold.","Verify the exact registered legal name of every party against the relevant corporate registry before drafting, and include the jurisdiction of incorporation alongside the entity name.",{"mistake":403,"why_it_matters":404,"fix":405},"Assigning only 'rights to use' rather than full title","Language like 'grants and assigns the right to use' creates an exclusive license rather than a true assignment, leaving the original owner as the patent's record owner and undermining the assignee's standing to sue for infringement in their own name.","Use the phrase 'assigns, transfers, and conveys the entire right, title, and interest' to effect a complete transfer of ownership, consistent with USPTO recordation requirements.",[407,410,413,416,419,422,425,428,431],{"question":408,"answer":409},"What is a patent assignment?","A patent assignment is a legal agreement that permanently transfers full ownership of a patent or patent application from one party (the assignor) to another (the assignee). Unlike a license, which grants permission to use a patent while the original owner retains title, an assignment conveys the entire right, title, and interest — including the right to sue for infringement, grant sublicenses, and apply for related patents. Once recorded with the patent office, the assignee becomes the public owner of record.\n",{"question":411,"answer":412},"When is a patent assignment required?","A patent assignment is typically required when a founder needs to transfer personally held patents to their startup before a venture capital round, when an employee-inventor must assign rights to their employer under an employment agreement, when a company acquires a business whose patent portfolio is a key asset, or when an individual inventor sells their patent outright. Many investors and acquirers will not close a transaction unless all relevant patents are cleanly titled in the target company's name.\n",{"question":414,"answer":415},"What is the difference between a patent assignment and a patent license?","A patent assignment transfers full, permanent ownership of the patent to a new party — the assignor no longer has any rights in the invention. A patent license grants the licensee permission to use, make, or sell the patented invention for a defined period, geography, or field of use, while the licensor retains ownership. Assignments are generally irreversible; licenses can be time-limited, exclusive or non-exclusive, and often revocable under defined conditions.\n",{"question":417,"answer":418},"Does a patent assignment need to be recorded with the USPTO?","Recording is not legally required for the assignment to be valid between the parties, but it is strongly advisable. Under 35 U.S.C. § 261, an unrecorded assignment is void against a subsequent assignee or mortgagee who takes title without notice of the prior transfer and records first. Recording within three months of execution also establishes the assignee as the owner of record for all future prosecution, maintenance, and enforcement purposes. The USPTO charges a modest fee to record an assignment electronically through its EPAS system.\n",{"question":420,"answer":421},"Can a patent be assigned without the inventor's involvement?","An entity that already holds title — such as a company that received an assignment from the inventor at the time of hiring — can assign the patent to a third party without the inventor's consent. However, the named inventors on the patent remain on record regardless of who owns it, and many patent office filings, prosecution steps, and declarations still require inventor signatures. Including a cooperation covenant binding the inventors to assist the new owner is therefore essential in any assignment.\n",{"question":423,"answer":424},"What consideration is needed for a valid patent assignment?","For a patent assignment to be contractually binding, it must be supported by consideration — something of value exchanged between the parties. This is typically a stated cash payment, but it can also be equity, a promissory note, or a recital that the assignment is part of an employment agreement or broader transaction. Assignments that recite only nominal consideration (one dollar) are generally valid but can attract scrutiny in litigation or due diligence; stating the actual purchase price is better practice for significant transactions.\n",{"question":426,"answer":427},"Are patent assignments public record?","Yes. Once recorded with the USPTO, a patent assignment is publicly accessible through the USPTO Assignment Center database. This means competitors, potential licensees, and acquirers can see the full chain of title for any US patent. Similar public registries exist at the EPO, the UK Intellectual Property Office, and the Canadian Intellectual Property Office. This public notice function is one of the primary reasons prompt recordation matters.\n",{"question":429,"answer":430},"Do I need a lawyer to complete a patent assignment?","For straightforward intra-company transfers or simple sales between two parties with clearly defined patents, a high-quality template is often sufficient. However, legal review is strongly recommended when the portfolio includes pending applications, international filings, or security interests; when the assignment is part of an M&A transaction; when inventor cooperation issues are anticipated; or when the patent's commercial value is material. A patent attorney's review typically costs $500–$1,500 and can prevent chain-of-title defects that are far more expensive to correct after the fact.\n",{"question":432,"answer":433},"What happens to existing licenses when a patent is assigned?","Generally, an assignment does not automatically terminate existing licenses unless the license agreement says otherwise. The new owner (assignee) typically takes the patent subject to any licenses granted by the prior owner. This is why the warranty against prior encumbrances is so important — the assignee should require the assignor to disclose all existing licenses before closing so the assignee can evaluate their impact on the patent's value.\n",[435,439,443,447,451,455],{"industry":436,"icon_asset_id":437,"specifics":438},"Technology / SaaS","industry-saas","Software and algorithm patents are routinely assigned from founders to the corporate entity as a condition of seed or Series A funding, with investor IP reps requiring clean title in the company's name.",{"industry":440,"icon_asset_id":441,"specifics":442},"Pharmaceutical and Biotech","industry-biotech","Drug formulation and method-of-treatment patents are among the most commercially valuable assets in pharma M&A, requiring exhaustive chain-of-title diligence and inventor cooperation covenants that may span decades.",{"industry":444,"icon_asset_id":445,"specifics":446},"Manufacturing and Hardware","industry-manufacturing","Device and process patents are assigned as part of asset purchase agreements when production lines or product lines are sold, often requiring simultaneous recordation in multiple countries where the patent is registered.",{"industry":448,"icon_asset_id":449,"specifics":450},"Universities and Research Institutions","industry-university","Technology transfer offices assign faculty-developed patents to spinout companies or corporate licensees under Bayh-Dole Act obligations, requiring inventor cooperation agreements and government license reservations to be explicitly addressed.",{"industry":452,"icon_asset_id":453,"specifics":454},"Financial Services / Fintech","industry-fintech","Fintech patents covering payment processing methods and fraud-detection algorithms are transferred in portfolio acquisitions, with particular attention to prior art challenges and inter partes review proceedings that must be disclosed in the assignment warranties.",{"industry":456,"icon_asset_id":457,"specifics":458},"Consumer Products","industry-retail","Product design and utility patents are assigned alongside trademark rights in brand acquisitions, requiring coordinated IP assignment schedules that cross-reference related trademark and trade dress registrations.",[460,463,466,468],{"vs":37,"vs_template_id":461,"summary":462},"","A patent license grants permission to use, make, or sell the patented invention without transferring ownership. A patent assignment permanently conveys full title. Use a license when the patent owner wants to monetize the patent while retaining it; use an assignment when the goal is a complete, irreversible sale or transfer of the patent itself.",{"vs":251,"vs_template_id":464,"summary":465},"intellectual-property-assignment-agreement-D13289","An IP assignment agreement covers a broader bundle of rights — patents, trademarks, copyrights, and trade secrets — in a single document. A patent assignment transfers only patent rights. Use the broader IP assignment when an acquisition or employment separation involves multiple IP categories; use the patent-specific form when only defined patent assets are changing hands.",{"vs":167,"vs_template_id":461,"summary":467},"A technology transfer agreement conveys the right to use, develop, or commercialize a technology — often including know-how, trade secrets, and technical documentation alongside patent rights. A patent assignment transfers only the legal title to the patent instrument itself. Technology transfers are more common in university-to-industry or cross-border research contexts.",{"vs":151,"vs_template_id":461,"summary":469},"An asset purchase agreement covers all assets being acquired in a transaction — equipment, contracts, inventory, customer lists, and IP — while a patent assignment specifically handles the IP title transfer that is typically scheduled as an exhibit to the APA. In an M&A context, both documents are needed: the APA governs the deal, and the patent assignment effects the actual transfer of title.",{"use_template":471,"template_plus_review":475,"custom_drafted":479},{"best_for":472,"cost":473,"time":474},"Straightforward intra-company transfers, founder-to-company assignments, or simple patent sales between two domestic parties","Free","30–60 minutes",{"best_for":476,"cost":477,"time":478},"Assignments involving multiple patents or pending applications, employment-related IP transfers, or moderate-value transactions","$500–$1,500 for a patent attorney review","2–5 business days",{"best_for":480,"cost":481,"time":482},"M&A transactions, international patent portfolios, assignments with complex warranty carve-outs, or patents subject to government license obligations","$2,000–$10,000+","1–3 weeks",[484,489,494,499],{"code":485,"name":486,"flag_asset_id":487,"note":488},"us","United States","flag-us","Under 35 U.S.C. § 261, a patent assignment must be in writing to be valid. Recordation with the USPTO within three months of execution establishes priority over subsequent assignees. The USPTO's Electronic Patent Assignment System (EPAS) handles electronic filings. State law governs contract formation and enforcement, but federal patent law governs the underlying rights being transferred.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"ca","Canada","flag-ca","Under the Canadian Patent Act, assignments must be in writing and recorded with the Canadian Intellectual Property Office (CIPO) to be effective against third parties. Quebec's Civil Code applies to the contractual mechanics for parties in that province, introducing distinct rules on warranties and remedies. International assignments involving Canadian patents should explicitly address CIPO recordation alongside any USPTO filing.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"uk","United Kingdom","flag-uk","Under the UK Patents Act 1977, a patent assignment must be in writing and signed by the assignor. Registration with the UK Intellectual Property Office (UKIPO) is required for the assignment to be effective against third parties. Post-Brexit, European Patent Office (EPO) validation patents and national UK patents must be assigned and recorded separately with the UKIPO.",{"code":500,"name":501,"flag_asset_id":502,"note":503},"eu","European Union","flag-eu","European patents granted by the EPO are assigned through the EPO's online filing system and must then be recorded individually with each national patent office in the designated countries. GDPR considerations apply if the assignment documentation references inventor personal data. The EU Unitary Patent system (operational since 2023) allows a single assignment to cover participating member states, simplifying multi-jurisdiction transfers.",[252,505,506,507,242,508,509,510,511,512,513,514],"non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","employment-agreement_at-will-employee-D541","technology-transfer-agreement-D919","joint-venture-agreement-D889","technology-licensing-agreement-D13434","term-sheet-D473","shareholder-agreement-D13292","general-non-compete-agreement-D882","cease-and-desist-letter-D12916",{"emit_how_to":196,"emit_defined_term":196},{"primary_folder":95,"secondary_folder":517,"document_type":518,"industry":519,"business_stage":520,"tags":521,"confidence":525},"intellectual-property-and-licensing","agreement","general","all-stages",[522,518,523,524],"intellectual-property","patent-assignment","ownership-transfer",0.95,"\u003Ch2>What is a Patent Assignment?\u003C/h2>\n\u003Cp>A \u003Cstrong>Patent Assignment\u003C/strong> is a legally binding agreement that permanently transfers full ownership of a patent or patent application from the original owner (the assignor) to a new owner (the assignee). Unlike a patent license — which grants permission to use an invention while the licensor retains title — an assignment conveys the entire right, title, and interest in the patent, including the right to enforce it against infringers, grant licenses to third parties, and file related applications. Once executed and recorded with the relevant patent office, the assignee becomes the public owner of record, and the transfer is generally irrevocable.\u003C/p>\n\u003Cp>Patent assignments are a routine part of the IP lifecycle in modern business: inventors assign patents to employers under the terms of their employment agreements; founders transfer personally held patents to their startup entity before a funding round; companies acquire patents in M&A transactions; and universities commercialize faculty research by assigning rights to spinouts or corporate partners. Because a patent represents a government-granted monopoly — typically lasting 20 years from the filing date — the document that transfers it must be drafted precisely, executed correctly, and recorded promptly to be fully effective.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written patent assignment, ownership of an invention can remain legally ambiguous long after the parties believe the transfer is complete. An investor conducting pre-closing due diligence who finds patents still titled in a founder's personal name — rather than the company — will require the gap to be closed before funding proceeds, often on a compressed timeline and at premium legal cost. A buyer who acquires a company without verifying that all relevant patents were properly assigned from their original inventors may discover post-acquisition that key assets were never validly transferred, reducing the portfolio's enforceability and commercial value.\u003C/p>\n\u003Cp>Recording delays create additional risk: under US law, an unrecorded assignment can be defeated by a subsequent assignee who records first without knowledge of the earlier transfer. For international portfolios, each national patent office has its own recordation requirements — missing a single filing can leave the patent titled in the old owner's name in that country.\u003C/p>\n\u003Cp>A properly drafted and promptly recorded patent assignment eliminates chain-of-title defects before they become disputes, satisfies investor and acquirer IP diligence checklists, and gives the new owner the standing they need to license and enforce the patent in their own name from day one.\u003C/p>\n",1779809002339]