INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (the "Agreement") is made and entered into this ________ (the "Effective Date") by and between the following parties:
________, of the following address:
________
hereinafter referred to as (the "Assignor" which expression shall where the context so admits include its successors-in-title and assigns) of the first part;
AND
________, of the following address:
________
hereinafter referred to as (the "Assignee" which expression shall where the context so admits include its successors-in-title and assigns) of the other part.
The Assignor and Assignee may be individually referred to as the "Party" and collectively referred to as the "Parties".
WHEREAS
A. The Assignor has been retained as an employee to the Assignee in the following position: ________, thus there exists and Employer-Employee relationship between the Parties.
B. The Assignor has agreed to transfer to the Assignee, all the rights and interest to all inventions, trade secret, original work of authorship, formulas, designs and other work of Intellectual Property created by the Assignor for the Assignee in the scope of the Assignor's employment.
C. The Assignee hereby accepts all Intellectual Property Rights in any work of Intellectual Property created by the Assignor during the Assignor's course of employment.
In consideration of the payment of the Assignment Fee for the use of the and the covenants contained herein, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:
1. DEFINITIONS
'Agreement' means this Intellectual Property Assignment.
'Assignment Date' means ________, the date the intellectual property rights in the Assignor's Work will be transferred to the Assignee.
"Disclosing Party" means the party who shares Confidential or trade secret information with the Receiving Party under this Agreement.
'Effective Date' means the date of this Agreement.
'Intellectual Property Rights' means all the collective rights the Assignor exercises over a trade secret, trade names, business names, domain names, registered trade marks, unregistered trade marks, designs, copyrights, inventions, computer programmes or any original Work or any part of derivative works created by Assignor.
"Receiving Party" means the party that receives confidential or trade secret information from the Disclosing Party.
'Work' means the work of intellectual property in all designs, formulas, inventions, patterns, copyrights and all original works of intellectual property created by the Assignor in the scope of the Assignor's employment.
2. ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS
The Assignor hereby assigns and releases all Intellectual Property Rights in all designs, formulas, inventions, patterns, copyrights and all original works of intellectual property (the "Work") to the Assignee.
The Assignor hereby grants the royalty free, irrevocable and perpetual Intellectual Property Rights to all products, research, development, invention, original works of authorship, improvements, by the Assignor during Assignor's period of employment. The Assignor also acknowledges that all the original Works made by the Assignor are works made for hire.
The Assignor undertakes and agrees that at the termination of the Assignor's employment, the Assignor shall return to the Assignee, all documents, notes, designs, invention, materials, equipment or other intellectual property reproduced or originally created by the Assignor during the period of the Assignor's employment.
The Assignee is granted the absolute right to reproduce, perform, distribute, use, produce derivative works and otherwise use the Work in any manner.
3. WARRANTIES AND REPRESENTATIONS OF THE ASSIGNEE
The Assignee hereby warrants that the Assignee has the full legal authority and capacity to enter this Agreement with the Assignor and that there are no restrictions or legal impediments that may prevent the Assignee from entering into this Agreement.
4. WARRANTIES AND REPRESENTATIONS OF THE ASSIGNOR
The Assignor makes the following warranties and representations to the Assignee:
(I) that the Assignor is the owner and has the absolute control of the Intellectual Property;
(II) that the Assignor has the full legal authority and capacity to assign the Intellectual Property to the Assignee;
(III) that the Assignor posses the entire control of the rights in which the Assignor is providing under this Agreement;
(IV) that the Assignor has the full legal authority to grant Assignee the Intellectual Property Rights to use the Intellectual Property;
(V) that the Assignor has not licensed or encumbered the right in the Intellectual Property to any party other than the Assignee;
(VI) that there are no restrictions, threatened or existing legal claims, or any legal impediments that may prevent the Assignor from entering into this Agreement;
(VII) that the Intellectual Property does not infringe on any third party intellectual property rights.
5. ASSIGNOR'S INDEMNITY
The Assignor agrees to indemnify, hold the Assignee harmless and assume liability for all suits, actions, damages, liabilities, expenses of any kind what so ever, loss, damages, judgments, settlements, expenses and disbursements and any kind of loss reasonably incurred by the other Party arising out of the Assignor's breach of the warranties contained in this Agreement.
6. OBLIGATIONS OF THE ASSIGNOR
The Assignor undertakes that at the Assignee's request, the Assignor shall secure the Assignee's Intellectual Property Rights in the Work including the disclosure of all information and data with respect to the Work; execution of all documents, contracts, applications which the Assignor shall deem necessary for the conveyance, transfer, assignment and of all title, interests and Intellectual Property Rights in the Work to the Assignor and the application and registration of the intellectual property.
7. REMEDIES FOR BREACH OF CONTRACT
If the Assignor fails to comply with the terms of the Assignor's warranty and other terms of this Agreement, the Assignor shall be liable for breach of contract shall entitle the Assignee to take legal action, seek injunction and equitable reliefs including, but not limited to seeking damages and specific performance for any infringement of the Intellectual Property Rights against the Assignor and any third party from the date of this Agreement.
8. CONFIDENTIALITY OBLIGATIONS
The Parties acknowledge that by virtue of this Transaction, they may have access to non-public confidential information and may also possess Trade Secret Information regarding the business operation of the other Party. Consequently, each Party agrees that such information is valuable and agrees to maintain the secret nature of such information. The Parties also acknowledge that depending on the circumstance, they may become the disclosing party or receiving party. In such terms, this confidential provisions shall be binding on the receiving party and enforceable by the disclosing party.
Confidential information includes all information or materials of whatever nature relating to the purpose disclosed by the Parties by sharing of any written material or by any oral or written statement whatsoever which includes but not limited to documents, techniques, practices, tools, specifications, inventions, patents, trademark, soft wares, drawings, programmes but shall not include the following information or data:
(I) which can be established by written records to be already known to the Receiving Party or the public at the time of the disclosure;
(II) which enters the public domain through no fault of the Receiving Party;
(III) is given by the Disclosing Party to third parties without any restrictions;
(IV) is given to the Receiving Party by any third party who is in possession of such information and has the legal right to disclose it; or
(V) that is required by law to be disclosed.
Trade secret information includes all formulas, pattern, designs, process, methods or other information that is not known or easily ascertainable to the general public.
The Parties hereby agree as follows:
(I) to take proper and reasonable measures to ensure the confidentiality of the confidential information under this Agreement;
(II) not to make public, publish or otherwise disclose in whole or part, any information relating to the practice, business dealings or other matters relating to this Transaction without obtaining the express consent of the other Party;
(III) not to use the confidential information for any purpose other than the purpose for which this Agreement was made.
Each Party agrees not to disclose the Trade Secret Information or Confidential Information during and after the termination of this Agreement for as long as it remains a trade secret.
9. ARBITRATION
The Parties agree to use their best endeavours to negotiate and settle any dispute or difference of opinion between them, arising from or connected with this Agreement amicably.
Any dispute, which cannot be mutually resolved by the parties, shall be referred to arbitration in accordance with the provisions of the following arbitration rules: Arbitration and Conciliation Act, 2004 or any statutory re-enactment or modification thereof.
The tribunal shall consist of ________ arbitrators who shall be elected in the following manner:
________
The arbitration proceedings shall be held in: ________ and conducted in English language.
Each Party shall bear their own cost and expenses in relation to the arbitration proceedings except where an award has been made by the arbitrators for cost to be borne by a particular Party.
The decision of the arbitrator(s) shall be final and binding on all the Parties and shall be enforced by any competent court.
10. NOTICES
All notices under this Agreement must be writing. The notices shall be delivered either personally or mailed by a certified mail to the other Party's address. The addresses may be changed by either Party at any time providing notice to the other party unless the prior written consent of the other Part is obtained.
11. ASSIGNMENT
This Agreement shall be binding on any successors of the Parties. Neither Party shall assign or otherwise transfer its interests, rights and obligations under this Agreement.
12. 585585 828552585
5588 825222222 82282825228 252 222852 525222222 8228222 252 2552828 525 85588 852258252 522 25825 8582222 25 2558 525222222 2552 8228222 252 2552828.
13. 555588852558
52 522 2552 22 2588 825222222 88 5285 5222225825882, 252 522582525 22 2588 825222222 85588 82228252 22 82 82 22582 525 5582 222282.
14. 285558
822 2252 25 252888822 22 2588 825222222 252 82 858825 82 8582822 52 522 2822 82 252 25522 22282825 22 8585 8222282. 82 52852, 22888822 25 2588552 22 25258882 25 2222582 522 58252 85588 82 822825525 58 858825 25 858828522282 822228 252 825882 8222885282 22 252 2528888228 22 252 825222222.
15. VARIATION
5588 825222222 252 82 5222525 25 855825 82 282525 22 252 2552828 525 8585 855852822 2582 82 525225 525 882225 82 8225 2552828 22 2588 825222222.
16. APPLICABLE LAW
This Agreement shall be governed and construed in accordance with the Laws, regulations or guidelines of the Federal Republic of Nigeria.
17. CUMULATIVE RIGHTS
The rights of the Parties in this Agreement are cumulative and shall not be construed as exclusive except as otherwise stated by the law.
18. FURTHER ASSURANCE
The Parties shall execute and deliver all such documents and take all such actions and all steps to procure the performance of all such acts as may be necessary or incidental to give effect to the provisions of this Agreement.
19. COUNTERPARTS
This Agreement may be executed in several counterparts, all of which constitutes a single agreement between the Parties.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement this day and year first written above.
SIGNED by the within named Assignor
__________________________
________
in the presence of:
Name..................................................................................................................
Address..............................................................................................................
Occupation.........................................................................................................
Signature............................................................................................................
SIGNED by the within named Assignee
__________________________
________
in the presence of:
Name..................................................................................................................
Address..............................................................................................................
Occupation.........................................................................................................
Signature............................................................................................................
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (the "Agreement") is made and entered into this ________ (the "Effective Date") by and between the following parties:
________, of the following address:
________
hereinafter referred to as (the "Assignor" which expression shall where the context so admits include its successors-in-title and assigns) of the first part;
AND
________, of the following address:
________
hereinafter referred to as (the "Assignee" which expression shall where the context so admits include its successors-in-title and assigns) of the other part.
The Assignor and Assignee may be individually referred to as the "Party" and collectively referred to as the "Parties".
WHEREAS
A. The Assignor has been retained as an employee to the Assignee in the following position: ________, thus there exists and Employer-Employee relationship between the Parties.
B. The Assignor has agreed to transfer to the Assignee, all the rights and interest to all inventions, trade secret, original work of authorship, formulas, designs and other work of Intellectual Property created by the Assignor for the Assignee in the scope of the Assignor's employment.
C. The Assignee hereby accepts all Intellectual Property Rights in any work of Intellectual Property created by the Assignor during the Assignor's course of employment.
In consideration of the payment of the Assignment Fee for the use of the and the covenants contained herein, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:
1. DEFINITIONS
'Agreement' means this Intellectual Property Assignment.
'Assignment Date' means ________, the date the intellectual property rights in the Assignor's Work will be transferred to the Assignee.
"Disclosing Party" means the party who shares Confidential or trade secret information with the Receiving Party under this Agreement.
'Effective Date' means the date of this Agreement.
'Intellectual Property Rights' means all the collective rights the Assignor exercises over a trade secret, trade names, business names, domain names, registered trade marks, unregistered trade marks, designs, copyrights, inventions, computer programmes or any original Work or any part of derivative works created by Assignor.
"Receiving Party" means the party that receives confidential or trade secret information from the Disclosing Party.
'Work' means the work of intellectual property in all designs, formulas, inventions, patterns, copyrights and all original works of intellectual property created by the Assignor in the scope of the Assignor's employment.
2. ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS
The Assignor hereby assigns and releases all Intellectual Property Rights in all designs, formulas, inventions, patterns, copyrights and all original works of intellectual property (the "Work") to the Assignee.
The Assignor hereby grants the royalty free, irrevocable and perpetual Intellectual Property Rights to all products, research, development, invention, original works of authorship, improvements, by the Assignor during Assignor's period of employment. The Assignor also acknowledges that all the original Works made by the Assignor are works made for hire.
The Assignor undertakes and agrees that at the termination of the Assignor's employment, the Assignor shall return to the Assignee, all documents, notes, designs, invention, materials, equipment or other intellectual property reproduced or originally created by the Assignor during the period of the Assignor's employment.
The Assignee is granted the absolute right to reproduce, perform, distribute, use, produce derivative works and otherwise use the Work in any manner.
3. WARRANTIES AND REPRESENTATIONS OF THE ASSIGNEE
The Assignee hereby warrants that the Assignee has the full legal authority and capacity to enter this Agreement with the Assignor and that there are no restrictions or legal impediments that may prevent the Assignee from entering into this Agreement.
4. WARRANTIES AND REPRESENTATIONS OF THE ASSIGNOR
The Assignor makes the following warranties and representations to the Assignee:
(I) that the Assignor is the owner and has the absolute control of the Intellectual Property;
(II) that the Assignor has the full legal authority and capacity to assign the Intellectual Property to the Assignee;
(III) that the Assignor posses the entire control of the rights in which the Assignor is providing under this Agreement;
(IV) that the Assignor has the full legal authority to grant Assignee the Intellectual Property Rights to use the Intellectual Property;
(V) that the Assignor has not licensed or encumbered the right in the Intellectual Property to any party other than the Assignee;
(VI) that there are no restrictions, threatened or existing legal claims, or any legal impediments that may prevent the Assignor from entering into this Agreement;
(VII) that the Intellectual Property does not infringe on any third party intellectual property rights.
5. ASSIGNOR'S INDEMNITY
The Assignor agrees to indemnify, hold the Assignee harmless and assume liability for all suits, actions, damages, liabilities, expenses of any kind what so ever, loss, damages, judgments, settlements, expenses and disbursements and any kind of loss reasonably incurred by the other Party arising out of the Assignor's breach of the warranties contained in this Agreement.
6. OBLIGATIONS OF THE ASSIGNOR
The Assignor undertakes that at the Assignee's request, the Assignor shall secure the Assignee's Intellectual Property Rights in the Work including the disclosure of all information and data with respect to the Work; execution of all documents, contracts, applications which the Assignor shall deem necessary for the conveyance, transfer, assignment and of all title, interests and Intellectual Property Rights in the Work to the Assignor and the application and registration of the intellectual property.
7. REMEDIES FOR BREACH OF CONTRACT
If the Assignor fails to comply with the terms of the Assignor's warranty and other terms of this Agreement, the Assignor shall be liable for breach of contract shall entitle the Assignee to take legal action, seek injunction and equitable reliefs including, but not limited to seeking damages and specific performance for any infringement of the Intellectual Property Rights against the Assignor and any third party from the date of this Agreement.
8. CONFIDENTIALITY OBLIGATIONS
The Parties acknowledge that by virtue of this Transaction, they may have access to non-public confidential information and may also possess Trade Secret Information regarding the business operation of the other Party. Consequently, each Party agrees that such information is valuable and agrees to maintain the secret nature of such information. The Parties also acknowledge that depending on the circumstance, they may become the disclosing party or receiving party. In such terms, this confidential provisions shall be binding on the receiving party and enforceable by the disclosing party.
Confidential information includes all information or materials of whatever nature relating to the purpose disclosed by the Parties by sharing of any written material or by any oral or written statement whatsoever which includes but not limited to documents, techniques, practices, tools, specifications, inventions, patents, trademark, soft wares, drawings, programmes but shall not include the following information or data:
(I) which can be established by written records to be already known to the Receiving Party or the public at the time of the disclosure;
(II) which enters the public domain through no fault of the Receiving Party;
(III) is given by the Disclosing Party to third parties without any restrictions;
(IV) is given to the Receiving Party by any third party who is in possession of such information and has the legal right to disclose it; or
(V) that is required by law to be disclosed.
Trade secret information includes all formulas, pattern, designs, process, methods or other information that is not known or easily ascertainable to the general public.
The Parties hereby agree as follows:
(I) to take proper and reasonable measures to ensure the confidentiality of the confidential information under this Agreement;
(II) not to make public, publish or otherwise disclose in whole or part, any information relating to the practice, business dealings or other matters relating to this Transaction without obtaining the express consent of the other Party;
(III) not to use the confidential information for any purpose other than the purpose for which this Agreement was made.
Each Party agrees not to disclose the Trade Secret Information or Confidential Information during and after the termination of this Agreement for as long as it remains a trade secret.
9. ARBITRATION
The Parties agree to use their best endeavours to negotiate and settle any dispute or difference of opinion between them, arising from or connected with this Agreement amicably.
Any dispute, which cannot be mutually resolved by the parties, shall be referred to arbitration in accordance with the provisions of the following arbitration rules: Arbitration and Conciliation Act, 2004 or any statutory re-enactment or modification thereof.
The tribunal shall consist of ________ arbitrators who shall be elected in the following manner:
________
The arbitration proceedings shall be held in: ________ and conducted in English language.
Each Party shall bear their own cost and expenses in relation to the arbitration proceedings except where an award has been made by the arbitrators for cost to be borne by a particular Party.
The decision of the arbitrator(s) shall be final and binding on all the Parties and shall be enforced by any competent court.
10. NOTICES
All notices under this Agreement must be writing. The notices shall be delivered either personally or mailed by a certified mail to the other Party's address. The addresses may be changed by either Party at any time providing notice to the other party unless the prior written consent of the other Part is obtained.
11. ASSIGNMENT
This Agreement shall be binding on any successors of the Parties. Neither Party shall assign or otherwise transfer its interests, rights and obligations under this Agreement.
12. 585585 828552585
5588 825222222 82282825228 252 222852 525222222 8228222 252 2552828 525 85588 852258252 522 25825 8582222 25 2558 525222222 2552 8228222 252 2552828.
13. 555588852558
52 522 2552 22 2588 825222222 88 5285 5222225825882, 252 522582525 22 2588 825222222 85588 82228252 22 82 82 22582 525 5582 222282.
14. 285558
822 2252 25 252888822 22 2588 825222222 252 82 858825 82 8582822 52 522 2822 82 252 25522 22282825 22 8585 8222282. 82 52852, 22888822 25 2588552 22 25258882 25 2222582 522 58252 85588 82 822825525 58 858825 25 858828522282 822228 252 825882 8222885282 22 252 2528888228 22 252 825222222.
15. VARIATION
5588 825222222 252 82 5222525 25 855825 82 282525 22 252 2552828 525 8585 855852822 2582 82 525225 525 882225 82 8225 2552828 22 2588 825222222.
16. APPLICABLE LAW
This Agreement shall be governed and construed in accordance with the Laws, regulations or guidelines of the Federal Republic of Nigeria.
17. CUMULATIVE RIGHTS
The rights of the Parties in this Agreement are cumulative and shall not be construed as exclusive except as otherwise stated by the law.
18. FURTHER ASSURANCE
The Parties shall execute and deliver all such documents and take all such actions and all steps to procure the performance of all such acts as may be necessary or incidental to give effect to the provisions of this Agreement.
19. COUNTERPARTS
This Agreement may be executed in several counterparts, all of which constitutes a single agreement between the Parties.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement this day and year first written above.
SIGNED by the within named Assignor
__________________________
________
in the presence of:
Name..................................................................................................................
Address..............................................................................................................
Occupation.........................................................................................................
Signature............................................................................................................
SIGNED by the within named Assignee
__________________________
________
in the presence of:
Name..................................................................................................................
Address..............................................................................................................
Occupation.........................................................................................................
Signature............................................................................................................
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