DEED OF ASSIGNMENT OF COPYRIGHT
KNOW ALL MEN BY THESE PRESENTS:
This Deed of Assignment of Copyright ("the Agreement") is made and entered into this ________ day of ___________________________, 20______ at City/Municipality of ___________________________, Province of ___________________________, by and between:
________, a stock corporation, organized and existing under the laws of the Republic of the Philippines, with principal address at ________, represented in this act and deed by ________, hereinafter referred to as the "Assignor"
- and -
________, a stock corporation organized and existing under the laws of the Republic of the Philippines, with principal address at ________, represented in this act and deed by ________, hereinafter referred to as the the "Assignee",
The Assignor and the Assignee shall be referred to collectively as the "Parties".
WITNESSETH THAT:
WHEREAS, the Assignor has created and has ownership and warrants that Assignor has ownership over the Work as well as the Copyright thereto (the "Copyrighted Work" or "Work"), as defined below;
WHEREAS, the Assignee wishes to acquire and own the Copyright over the Work;
WHEREAS, the Assignor is willing and has the power and capacity to assign and transfer the ownership of the Copyright over the Work in favor of the Assignee;
NOW THEREFORE, in consideration of the promises and mutual covenants set forth in this Agreement, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
I. TRANSFER OF OWNERSHIP
The Assignor hereby assigns, transfers, or otherwise conveys the Copyright ownership over the Work in favor of the Assignee subject to the terms and conditions of this Agreement, and the Parties agree that:
A. The Work. The Copyrighted Work is described as follows:
________
B. Modifications and Derivative Works. The Assignee shall have the right to make modifications and derivative works concerning the Work freely without prior approval from the Assignor subject to the terms and conditions of this Agreement.
C. Extent of the Assignment. The transfer of ownership over the Copyright shall be exclusive, and shall include the title, rights, and interests thereto including economic rights, future royalties, and the rights granted under applicable laws.
II. REGISTRATION
The Copyright over the following Work is registered under the name of the Assignor and the following states the corresponding certificate number:
________: ________
The copy of the Certificate of Copyright Registration of the Work is hereto attached.
The Assignor grants the Assignee the authority and right to cause the registration of the assignment of the Copyright under this agreement before the Intellectual Property Office of the Philippines pursuant to the Intellectual Property Code or R.A. 8293 and all other government offices if applicable.
III. CONSIDERATION
In consideration of the assignment of the Copyright over the Work, the Parties agree that:
A. The Assignee shall pay a fixed amount of ₱________ (________) as a fee for the assignment of the Copyright (the "Consideration").
B. The above-stated amount shall be due and demandable immediately upon signing this agreement.
C. All Philippine taxes relating to this Agreement shall be borne by the Assignor.
D. The Assignee shall pay through the following acceptable methods of payment:
________
IV. 85285, 58558555, 888 55525
552 2552828 52522 2552, 58 8228222 252 2552828 525 25585522 22 2588 825222222, 252 88882222 8282228 252 8282 28225 22 252 2252 8582282 22 252 22528 525 8225828228 22 2588 825222222.
52 25252 88 5 8282225288 25528225 22 222882522 52525 2588 825222222, 252 88882225 85588 2528852 252 88882222 8825 822282525 588288 22 822528222228 82 2285288528 525 252828828 5285225 22 252 2252 555822 252 2252 22 2588 825222222.
V. TERM
The Agreement shall commence on ________ (the "Effective Date") unless earlier terminated by either Party in accordance with the applicable provisions of this Agreement, shall continue in full force and effect until ________ or the expiration of the registration of the Work if applicable, whichever comes first.
VI. CONFIDENTIALITY
The Assignee hereby acknowledges and agrees that during the term of this Agreement, the the Assignee may have access to information that is confidential and/or commercially valuable to the Assignor ("Confidential Information") which may include but is not limited to:
A. information of whatever nature relating to the business activities, practices, and finances of the Assignor;
B. any other evaluation material, design work, technologies, technological ideas or strategies, strategic plans and ideas, marketing strategies, innovations, creative plans, concepts, and any other plans or ideas developed by the Assignor or on its behalf, or used by the Assignor, whether relating specifically to the Assignor's business or otherwise;
C. any information derived from any other information which falls within this definition of Confidential Information; and
D. any copy of any Confidential Information.
Confidential information shall not include information which:
A. was known or in the possession of the Assignee before it was provided to the Assignee by the Assignor, provided that it was known or in possession of the Assignee through legal means, and not as a result of any breach of this Agreement or any other agreement or obligation relating to confidentiality (whether or not the Assignee was a party to such other agreement or obligation);
B. is, or becomes, publicly available through no fault of the Assignee;
C. is provided to the the Assignee without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
D. is provided to the Assignee by the Assignor and is marked "Non-Confidential"; or
E is required by law or regulation to be disclosed, but in the event that this exception applies, it applies only to the absolute minimum necessary and provided that the Assignor is first consulted to establish whether and, if so, how far it is possible to prevent or restrict such enforced disclosure.
If there is any doubt as to whether any particular information constitutes Confidential Information, the Assignee should presume it is Confidential Information, until the Assignee obtains explicit confirmation from the Assignor that it is not Confidential Information. The Parties further agree that:
A. The Assignee shall keep the Confidential Information confidential and secret.
B. The Assignee shall only use the Confidential Information in accordance with the Licence created under this Agreement.
C. The Assignee will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Assignor.
D. The Assignee will not copy or modify Confidential Information without the prior written consent of the Assignor, or as expressly permitted in accordance with this Agreement.
E. The Assignee shall promptly advise the Assignor if the Assignee becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
F. The Assignee shall not disclose any Confidential Information to any employees of the Assignee, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of the Assignor.
G. This clause will survive termination or expiration of this Agreement.
VII. PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
Each Party shall immediately notify the other Party after it becomes aware of any actual or threatened infringement, imitation, dilution, misappropriation, or other unauthorized use or conduct in derogation of the Work.
The Assignee shall have the sole and exclusive right to begin and to control all matters relating to any legal action or seek any remedy in regard to any infringement and shall bear the costs thereto. All damages, compensation, and compromises of any kind recovered from any such action or relating to any and all infringement will be for the benefit of the Assignee.
In the event that the Assignee decides to commence legal proceedings, the costs of such proceedings shall be at the expense of the Assignor and the Assignee equally and all damages, compensation, and compromises of any kind recovered from such action shall be divided equally between the Assignor and the Assignee.
The Assignor shall cooperate fully and in good faith with the Assignee in protecting, securing, or preserving the Assignee's rights to the Work.
VIII. TERMINATION
Upon a material breach of this Agreement by either Party, the other Party may terminate this Agreement provided that such termination shall only be effective upon written notice of the breach to the breaching Party and said breach is not cured within Thirty (30) Days from the date of said written notice. Material breaches include, but are not limited, to:
A. The Assignee's failure to pay the Fees;
Either Party may, at its option, likewise terminate this Agreement if the other Party:
A. Is declared insolvent, enters into administration or liquidation; or
B. Undergoes a substantial change in ownership, whether by merger, acquisition, consolidation or otherwise.
Upon the termination of this Agreement for any reason, the Assignee shall cease and discontinue all use of the Work including the exercise of the rights appurtenant thereto.
Upon the termination of this Agreement or expiration of the registration of the Work by operation of law or otherwise, all rights, including the right to use the Work, privileges, and obligations arising from this Agreement shall cease to exist except those obligations on Confidentiality and Indemnity.
IX. INDEMNITY
The Assignor shall indemnify and hold harmless the Assignee and its directors, officers, employees, agents, and representatives from any and all damages, losses, penalties, costs, and expenses, including attorney's fees, arising out of the Assignor's breach of any term or condition of this Agreement.
X. TRANSFER OF RIGHTS
This Agreement shall be binding on the successors of either Party.
This Agreement may be assigned by the Assignee in favor of a third party without the approval of the Assignor provided that the consideration or fees have been fully paid.
XI. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS
The Parties agree to execute such other documents as are reasonable and necessary for the proper implementation of this Agreement.
XII. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.
XIII. WAIVER
Failure of either party to insist, in one or more instances, the strict performance of any of the terms of this Agreement, or to exercise any portion herein contained, shall thereafter not be construed as abandonment, cancellation, or waiver of such term. No waiver shall be deemed to have been made unless expressed in writing and signed by the Party against whom the waiver is to be effective. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date.
XIV. COUNTERPARTS
This Agreement may be executed in counterparts, all of which constitute a single agreement. If the dates set forth at the signatures of this document are different, the Agreement shall be considered effective as of the date that both Parties signed the Agreement.
XV. SEVERABILITY
The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed subsequent to the expungement of the invalid provision.
XVI. CUMULATIVE RIGHTS
The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive unless otherwise required by law.
XVII. HEADINGS
Headings are for convenience only and do not affect the interpretation of this Agreement.
XVIII. VENUE OF ACTION
All actions arising out of or by virtue of this Agreement shall only be filed in the proper courts where the Assignee has their principal place of business to the exclusion of all other courts.
XIX. ENTIRETY OF AGREEMENT
This Agreement represents the entire agreement between the Assignor and the Assignee and supersedes all prior negotiations, representations, and agreements, either oral or written.
XX. AMENDMENTS AND MODIFICATIONS
This Agreement may be amended only by a written instrument signed and agreed upon by both Parties.
IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and place first stated above.
________
Assignor
By:
________
Authorized Representative
________
the Assignee
By:
________
Authorized Representative
Signed in the presence of:
____________________
ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES )
PROVINCE OF ________________________ )
CITY OR MUNICIPALITY OF ________________________ )S.S.
BEFORE ME, a Notary Public, for and in the CITY OR MUNICIPALITY OF ________________________, ________________________, this _______ day of ________________________, 20______, personally appeared the following persons:
1. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________; and
2. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________
all known to me and to me known to be the same persons who executed the foregoing Deed of Assignment of Copyright constituting of _________ pages, including this page where the Acknowledgement is written, and they acknowledged to me that the same is their free and voluntary act and deed.
WITNESS MY HAND AND SEAL on the day and place first written above.
Doc No. ________;
Page No. ________;
Book No. ________;
Series of ________.
DEED OF ASSIGNMENT OF COPYRIGHT
KNOW ALL MEN BY THESE PRESENTS:
This Deed of Assignment of Copyright ("the Agreement") is made and entered into this ________ day of ___________________________, 20______ at City/Municipality of ___________________________, Province of ___________________________, by and between:
________, a stock corporation, organized and existing under the laws of the Republic of the Philippines, with principal address at ________, represented in this act and deed by ________, hereinafter referred to as the "Assignor"
- and -
________, a stock corporation organized and existing under the laws of the Republic of the Philippines, with principal address at ________, represented in this act and deed by ________, hereinafter referred to as the the "Assignee",
The Assignor and the Assignee shall be referred to collectively as the "Parties".
WITNESSETH THAT:
WHEREAS, the Assignor has created and has ownership and warrants that Assignor has ownership over the Work as well as the Copyright thereto (the "Copyrighted Work" or "Work"), as defined below;
WHEREAS, the Assignee wishes to acquire and own the Copyright over the Work;
WHEREAS, the Assignor is willing and has the power and capacity to assign and transfer the ownership of the Copyright over the Work in favor of the Assignee;
NOW THEREFORE, in consideration of the promises and mutual covenants set forth in this Agreement, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
I. TRANSFER OF OWNERSHIP
The Assignor hereby assigns, transfers, or otherwise conveys the Copyright ownership over the Work in favor of the Assignee subject to the terms and conditions of this Agreement, and the Parties agree that:
A. The Work. The Copyrighted Work is described as follows:
________
B. Modifications and Derivative Works. The Assignee shall have the right to make modifications and derivative works concerning the Work freely without prior approval from the Assignor subject to the terms and conditions of this Agreement.
C. Extent of the Assignment. The transfer of ownership over the Copyright shall be exclusive, and shall include the title, rights, and interests thereto including economic rights, future royalties, and the rights granted under applicable laws.
II. REGISTRATION
The Copyright over the following Work is registered under the name of the Assignor and the following states the corresponding certificate number:
________: ________
The copy of the Certificate of Copyright Registration of the Work is hereto attached.
The Assignor grants the Assignee the authority and right to cause the registration of the assignment of the Copyright under this agreement before the Intellectual Property Office of the Philippines pursuant to the Intellectual Property Code or R.A. 8293 and all other government offices if applicable.
III. CONSIDERATION
In consideration of the assignment of the Copyright over the Work, the Parties agree that:
A. The Assignee shall pay a fixed amount of ₱________ (________) as a fee for the assignment of the Copyright (the "Consideration").
B. The above-stated amount shall be due and demandable immediately upon signing this agreement.
C. All Philippine taxes relating to this Agreement shall be borne by the Assignor.
D. The Assignee shall pay through the following acceptable methods of payment:
________
IV. 85285, 58558555, 888 55525
552 2552828 52522 2552, 58 8228222 252 2552828 525 25585522 22 2588 825222222, 252 88882222 8282228 252 8282 28225 22 252 2252 8582282 22 252 22528 525 8225828228 22 2588 825222222.
52 25252 88 5 8282225288 25528225 22 222882522 52525 2588 825222222, 252 88882225 85588 2528852 252 88882222 8825 822282525 588288 22 822528222228 82 2285288528 525 252828828 5285225 22 252 2252 555822 252 2252 22 2588 825222222.
V. TERM
The Agreement shall commence on ________ (the "Effective Date") unless earlier terminated by either Party in accordance with the applicable provisions of this Agreement, shall continue in full force and effect until ________ or the expiration of the registration of the Work if applicable, whichever comes first.
VI. CONFIDENTIALITY
The Assignee hereby acknowledges and agrees that during the term of this Agreement, the the Assignee may have access to information that is confidential and/or commercially valuable to the Assignor ("Confidential Information") which may include but is not limited to:
A. information of whatever nature relating to the business activities, practices, and finances of the Assignor;
B. any other evaluation material, design work, technologies, technological ideas or strategies, strategic plans and ideas, marketing strategies, innovations, creative plans, concepts, and any other plans or ideas developed by the Assignor or on its behalf, or used by the Assignor, whether relating specifically to the Assignor's business or otherwise;
C. any information derived from any other information which falls within this definition of Confidential Information; and
D. any copy of any Confidential Information.
Confidential information shall not include information which:
A. was known or in the possession of the Assignee before it was provided to the Assignee by the Assignor, provided that it was known or in possession of the Assignee through legal means, and not as a result of any breach of this Agreement or any other agreement or obligation relating to confidentiality (whether or not the Assignee was a party to such other agreement or obligation);
B. is, or becomes, publicly available through no fault of the Assignee;
C. is provided to the the Assignee without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
D. is provided to the Assignee by the Assignor and is marked "Non-Confidential"; or
E is required by law or regulation to be disclosed, but in the event that this exception applies, it applies only to the absolute minimum necessary and provided that the Assignor is first consulted to establish whether and, if so, how far it is possible to prevent or restrict such enforced disclosure.
If there is any doubt as to whether any particular information constitutes Confidential Information, the Assignee should presume it is Confidential Information, until the Assignee obtains explicit confirmation from the Assignor that it is not Confidential Information. The Parties further agree that:
A. The Assignee shall keep the Confidential Information confidential and secret.
B. The Assignee shall only use the Confidential Information in accordance with the Licence created under this Agreement.
C. The Assignee will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Assignor.
D. The Assignee will not copy or modify Confidential Information without the prior written consent of the Assignor, or as expressly permitted in accordance with this Agreement.
E. The Assignee shall promptly advise the Assignor if the Assignee becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
F. The Assignee shall not disclose any Confidential Information to any employees of the Assignee, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of the Assignor.
G. This clause will survive termination or expiration of this Agreement.
VII. PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
Each Party shall immediately notify the other Party after it becomes aware of any actual or threatened infringement, imitation, dilution, misappropriation, or other unauthorized use or conduct in derogation of the Work.
The Assignee shall have the sole and exclusive right to begin and to control all matters relating to any legal action or seek any remedy in regard to any infringement and shall bear the costs thereto. All damages, compensation, and compromises of any kind recovered from any such action or relating to any and all infringement will be for the benefit of the Assignee.
In the event that the Assignee decides to commence legal proceedings, the costs of such proceedings shall be at the expense of the Assignor and the Assignee equally and all damages, compensation, and compromises of any kind recovered from such action shall be divided equally between the Assignor and the Assignee.
The Assignor shall cooperate fully and in good faith with the Assignee in protecting, securing, or preserving the Assignee's rights to the Work.
VIII. TERMINATION
Upon a material breach of this Agreement by either Party, the other Party may terminate this Agreement provided that such termination shall only be effective upon written notice of the breach to the breaching Party and said breach is not cured within Thirty (30) Days from the date of said written notice. Material breaches include, but are not limited, to:
A. The Assignee's failure to pay the Fees;
Either Party may, at its option, likewise terminate this Agreement if the other Party:
A. Is declared insolvent, enters into administration or liquidation; or
B. Undergoes a substantial change in ownership, whether by merger, acquisition, consolidation or otherwise.
Upon the termination of this Agreement for any reason, the Assignee shall cease and discontinue all use of the Work including the exercise of the rights appurtenant thereto.
Upon the termination of this Agreement or expiration of the registration of the Work by operation of law or otherwise, all rights, including the right to use the Work, privileges, and obligations arising from this Agreement shall cease to exist except those obligations on Confidentiality and Indemnity.
IX. INDEMNITY
The Assignor shall indemnify and hold harmless the Assignee and its directors, officers, employees, agents, and representatives from any and all damages, losses, penalties, costs, and expenses, including attorney's fees, arising out of the Assignor's breach of any term or condition of this Agreement.
X. TRANSFER OF RIGHTS
This Agreement shall be binding on the successors of either Party.
This Agreement may be assigned by the Assignee in favor of a third party without the approval of the Assignor provided that the consideration or fees have been fully paid.
XI. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS
The Parties agree to execute such other documents as are reasonable and necessary for the proper implementation of this Agreement.
XII. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.
XIII. WAIVER
Failure of either party to insist, in one or more instances, the strict performance of any of the terms of this Agreement, or to exercise any portion herein contained, shall thereafter not be construed as abandonment, cancellation, or waiver of such term. No waiver shall be deemed to have been made unless expressed in writing and signed by the Party against whom the waiver is to be effective. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date.
XIV. COUNTERPARTS
This Agreement may be executed in counterparts, all of which constitute a single agreement. If the dates set forth at the signatures of this document are different, the Agreement shall be considered effective as of the date that both Parties signed the Agreement.
XV. SEVERABILITY
The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed subsequent to the expungement of the invalid provision.
XVI. CUMULATIVE RIGHTS
The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive unless otherwise required by law.
XVII. HEADINGS
Headings are for convenience only and do not affect the interpretation of this Agreement.
XVIII. VENUE OF ACTION
All actions arising out of or by virtue of this Agreement shall only be filed in the proper courts where the Assignee has their principal place of business to the exclusion of all other courts.
XIX. ENTIRETY OF AGREEMENT
This Agreement represents the entire agreement between the Assignor and the Assignee and supersedes all prior negotiations, representations, and agreements, either oral or written.
XX. AMENDMENTS AND MODIFICATIONS
This Agreement may be amended only by a written instrument signed and agreed upon by both Parties.
IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and place first stated above.
________
Assignor
By:
________
Authorized Representative
________
the Assignee
By:
________
Authorized Representative
Signed in the presence of:
____________________
ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES )
PROVINCE OF ________________________ )
CITY OR MUNICIPALITY OF ________________________ )S.S.
BEFORE ME, a Notary Public, for and in the CITY OR MUNICIPALITY OF ________________________, ________________________, this _______ day of ________________________, 20______, personally appeared the following persons:
1. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________; and
2. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________
all known to me and to me known to be the same persons who executed the foregoing Deed of Assignment of Copyright constituting of _________ pages, including this page where the Acknowledgement is written, and they acknowledged to me that the same is their free and voluntary act and deed.
WITNESS MY HAND AND SEAL on the day and place first written above.
Doc No. ________;
Page No. ________;
Book No. ________;
Series of ________.
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