Intellectual property assignment agreement

This Intellectual Property Assignment Agreement (the “Agreement”) is made as of [Insert Effective Date] by and between [Insert Company Name] (the “Company”), and [Insert Employee Name] (“Employee”). 

Hereinafter each of the Party is referred to as the “Party” and together as the “Parties”.

The Parties hereby agree as follows:
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1. Recitals

The Employee is an employee of the Company and by virtue of employment agreement, is or will be provided access to confidential and proprietary information of the Company;

The Employee may conceive and contribute to the development of intellectual property of the Company which may result during or after the course of his/her employment with the Company and for the discharge of the Employee’s obligations set forth in the employment agreement executed by the Employee with the Company;

The Parties wish to enter into this Agreement to set forth the terms relating to confidentiality obligations and ownership of intellectual property rights for the information shared with the Employee or created by the Employee.
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2. Intellectual Property Rights

Intellectual Property Rights shall mean rights arising from patents, utility models, rights to inventions, copyright, moral rights, trademarks, trade names, service marks and domain names, rights in get-up and trade dress according to the Lanham Act, goodwill and the rights to sue for passing off or unfair competition, design rights, semi-conductor topography rights, database rights, confidential information (including know-how and trade secrets and the rights to use and protect confidential information) and all other intellectual property rights, in each case whether registered or unregistered and including all applications, registrations granted pursuant to any of the applications and rights to apply for and be granted, renewals or extensions of and rights to claim priority from such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world and which will be disclosed or provided by the Company or created by the Employee for the Company.
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3. Assignments

All Intellectual Property Rights including but not limited to copyrights, design rights, trademarks, patents in or to any literary or artistic works, innovations on processes, methodologies, applications relating to the Confidential Information created or developed by the Employee or provided by the Company belongs to Company and will always and irrevocably remain the property of Company. The Employee hereby acknowledges that it will not have any claim regarding the products of whatever nature which it has created or will create for the Company and the Company has the full right and authority to use, manage and otherwise operate with these rights, including copyright, in the course of the business or in any other manner, separately or together. All such rights shall be irrevocably assigned to the Company and if required by the Company, the Employee shall enter into an intellectual property assignment agreement with the Company stating that the ownership of such intellectual property rights belongs solely and exclusively to the Company. 
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4. Exceptions

However, the foregoing does not purport to assign to the Company (and Assigned Inventions shall not include) any Invention that:

1. by law (including, without limitation, the applicable statutory provision for Employee’s state of employment)  they cannot be required to so assign; or
2. the Invention is created entirely during the Employee’s own time and effort;
3. the Invention is created independently without the use of any Company Assets whatsoever or any Confidential Information provided by the Company; 
4. the Invention is not useful with or related to any Company Interest. 

Nevertheless, if the Employee believes any Invention created by them during the term of their employment is not within the definition of Assigned Inventions, they shall immediately disclose it to the Company so that the Company may make its assessment and if requested by the Company, cooperate with the Company to make it available to disclose any such information or work.
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5. Guarantees

The Employee hereby makes and agrees to make all assignments to the Company necessary to effectuate and accomplish the Company’s ownership in and to all Assigned Inventions.  The Employee hereby irrevocably designates and appoints the Company and its officers as their agents and attorneys-in-fact, coupled with an interest, to act for and on Employee’s behalf to execute and file any document and to perform all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by me. 
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6. Moral Right

To the extent allowed by applicable law, the terms of this section include all rights of paternity, integrity, disclosure, withdrawal, and any other rights that may be known or referred to as moral rights, artist’s rights, personal rights, droit moral, or the like (collectively, “Moral Rights”).  To the extent, the Employee shall retain any such Moral Rights under applicable law, and hereby ratifies and consents to any action that may be taken with respect to such Moral Rights by or authorized by the Company and agrees not to assert any Moral Rights with respect thereto. The Employee shall confirm any such ratification, consent, or agreement from time to time as requested by the Company in the form decided by the Company.  Furthermore, Employee agrees that notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world and without any further compensation and consent, the Company may and is hereby authorized to use the Employee’s name, likeness, image and voice in connection with promotion of its business, products, and services, and to allow others to do the same.
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7. Remedies

The Employee hereby agrees that its breach or threatened breach of this Agreement will cause irreparable damage to the Company for which recovery of damages would be inadequate, and that the Company will be entitled to seek to obtain timely injunctive relief under this Agreement in addition to all legal remedies without showing or proving any actual damage and without any bond being required to be posted.
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8. Miscellaneous

7.1 If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. No provision of this Agreement may be waived except by a writing executed by the party against whom the waiver is to be effective. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

7.2 This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes all prior written and oral agreement between the parties with respect to such subject matters. 

7.3 The term of this Agreement shall commence on the Effective Date and shall be in force [Indefinitely or Insert Term].

7.4 This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of [Insert State], without giving effect to any conflicts of laws principles. 

7.5 Any disputes arising out of this Agreement will be subject to the exclusive jurisdiction and venue of the state courts located in [Insert State], and the parties hereby consent to the personal jurisdiction thereof.