A licence agreement (also commonly referred to as a licensing agreement) is between a rights owner (known as the licensor) and another (the licensee) who is authorised to obtain and use such rights in exchange for an agreed payment (the fee or royalty).These agreements are common not only in connection with the licensing of certain technology or IP rights, but also in other circumstances, such as mergers, acquisitions, joint ventures, franchising and subsidiaries.
When it does come time to grow a business, companies looking to purchase property (including trademarks, software, or other intangible items) to support their growth must be sure that the seller does, in fact, have title to the desired pieces.
A properly-drafted intellectual property assignment can help in both circumstances.
If any one or more provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.] highlighted language is considered optional or conditional by the attorney community.
It does not constitute legal advice, advertising, a solicitation, or tax advice.
Transmission of this form and the information contained herein is not intended to create, and receipt thereof does not constitute formation of, an attorney-client relationship.Startup Law Resources Intellectual Property During the formation of a new company a best practice is to assign all relevant intellectual property to the company using the following agreement.The consideration for the agreement is the sale of ownership to the individual assigning the intellectual property.], the entire right, title and interest in and to any and all of the following that exist as of the date hereof: (a) Intellectual Property (as defined below) relating to the Company (b) any and all Intellectual Property Rights claiming or covering such Intellectual Property and (c) any and all causes of action that may have accrued to the undersigned in connection with such Intellectual Property and/or Intellectual Property Rights.Assignor further agrees to execute and deliver the Assignment of patents and patent applications as attached hereto as Exhibit A (if applicable)..“Intellectual Property” means any and all intellectual property and tangible embodiments thereof, including without limitation inventions, discoveries, designs, specifications, developments, methods, modifications, improvements, processes, know-how, show-how, techniques, algorithms, databases, computer software and code (including software and firmware listings, assemblers, applets, compilers, source code, object code, net lists, design tools, user interfaces, application programming interfaces, protocols, formats, documentation, annotations, comments, data, data structures, databases, data collections, system build software and instructions), mask works, formulae, techniques, supplier and customer lists, trade secrets, graphics or images, text, audio or visual works, materials that document design or design processes, or that document research or testing, schematics, diagrams, product specifications and other works of authorship..“Intellectual Property Rights” means, collectively, all rights in, to and under patents, trade secret rights, copyrights, trademarks, service marks, trade dress and similar rights of any type under the laws of any governmental authority, including without limitation, all applications and registrations relating to the foregoing..Given the nature of trade marks as source identifiers, trade mark owners are often required by law to maintain a close connection with the licensee to ensure that the quality standards are maintained so that the consumer is not deceived.Failure to maintain some quality control over the use of the licensee could result in a forfeiture of trade mark rights.Intellectual property assignment agreements both provide records of ownership and transfer and protect the rights of all parties.If you follow the enclosed model and guidelines, you will have a written acknowledgment of the rights and responsibilities being transferred as part of your sale.