(Free Template) IP Assignment Agreement

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This basic IP Assignment Agreement can be used to transfer intellectual property from a current owner to a new one. Assignor hereby represents and warrants that is has the legal right to validly assign the IP. Assignor also agrees to further assist, if necessary, to execute any further agreements and to take any further actions necessary to aid Assignee in perfecting its interest in the IP.

Key aspects of this template:

Assignor warrants to have the legal right to validly assign the entire interest in the Property to Assignee.

Assignor agrees to execute any further agreements and to take any further actions necessary to aid Assignee in perfecting its interest in the Property.

Severability.   If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect.

Here it is in MS Word format.

IP Assignment Agreement
EFFECTIVE DATE: ___________________, 2015.
PARTIES:
            Assignor:
            Assignee:
WHEREAS, Assignor is the owner of the following Property:
WHEREAS, Assignee wishes to acquire all right, title and interest in the Property, and Assignor wishes to transfer all of its interest in the Property to Assignee.
NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
  1. Assignment.  Assignor hereby assigns to Assignee, and its successors, representatives and assigns, all right, title and interest in the Property.
  2. Assignor’s Representations and Warranties.  Assignor hereby represents and warrants:
i)  to have the legal right and authority to execute this Agreement, and to validly assign the entire interest in the Property to Assignee,
ii) to have not executed any other agreement that would conflict with the terms of this Agreement, nor shall Assignor execute any such agreement in the future.
  1. Further Actions.  Assignor hereby agrees to execute any further agreements and to take any further actions necessary to aid Assignee in perfecting its interest in the Property and in enforcing any and all protections or privileges deriving from the Property.
  2. Governing Law.  This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of California, without regard to its conflicts of law principles that would result in application of any other law.
  3. Severability.   If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
  
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
ASSIGNOR:
                                                                       
Signature
                                                                       
Name, Title, Date
                                               
ASSIGNEE:
                                                                       
Signature
                                                                       
Name, Title, Date

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