COMPREHENSIVE INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

THIS INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (this "Agreement") is made and entered into as of _________________________ (the "Effective Date"),

BY AND BETWEEN:

ASSIGNOR:
Name: _________________________________________________
Address: ______________________________________________
City, State, ZIP: _______________________________________
Email: ________________________________________________

AND

ASSIGNEE:
Name: _________________________________________________
Address: ______________________________________________
City, State, ZIP: _______________________________________
Email: ________________________________________________

(Each a "Party" and collectively the "Parties")

RECITALS

WHEREAS, Assignor owns certain intellectual property rights as more fully described herein;

WHEREAS, Assignee desires to acquire all right, title, and interest in and to such intellectual property;

WHEREAS, Assignor desires to assign and transfer all such intellectual property rights to Assignee;

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1: DEFINITIONS

1.1 "Assigned IP" means all intellectual property described in Exhibit A attached hereto, including without limitation:

(a) Patents: All patents, patent applications, provisional applications, continuations, continuations-in-part, divisionals, reissues, reexaminations, and extensions, in any jurisdiction worldwide;

(b) Copyrights: All copyrights, copyright registrations, and applications for copyright registration, including all rights under 17 U.S.C. Sections 101 et seq.;

(c) Trademarks: All trademarks, service marks, trade names, trade dress, logos, and domain names, whether registered or unregistered, and all applications and registrations therefor;

(d) Trade Secrets: All trade secrets, know-how, inventions, processes, techniques, and confidential business information;

(e) Related Rights: All goodwill associated with the foregoing, all causes of action and rights to sue for past, present, and future infringement or misappropriation, and all income, royalties, damages, and other proceeds therefrom.

1.2 "Improvements" means any modifications, enhancements, derivative works, or improvements to the Assigned IP developed by Assignor prior to or during the term of this Agreement.

1.3 "Moral Rights" means any rights of paternity or integrity, any right to claim authorship, to object to any distortion, mutilation, or other modification, or any similar right, existing under applicable law.

ARTICLE 2: ASSIGNMENT OF INTELLECTUAL PROPERTY

2.1 Grant of Assignment. Assignor hereby irrevocably assigns, transfers, and conveys to Assignee, and Assignee hereby accepts, all right, title, and interest in and to the Assigned IP, including:

☐ All patents and patent applications listed in Exhibit A-1
☐ All copyrights and copyright registrations listed in Exhibit A-2
☐ All trademarks and trademark registrations listed in Exhibit A-3
☐ All trade secrets and proprietary information listed in Exhibit A-4
☐ All domain names listed in Exhibit A-5
☐ All other intellectual property described in Exhibit A-6

2.2 Scope of Assignment. This assignment includes, without limitation:

(a) The exclusive right to make, have made, use, sell, offer for sale, import, and otherwise exploit the Assigned IP worldwide;

(b) The right to prepare derivative works based upon the Assigned IP;

(c) The right to register, maintain, and enforce all intellectual property rights in the Assigned IP;

(d) The right to collect damages for past, present, and future infringement or misappropriation;

(e) All rights to royalties, license fees, and other income from the Assigned IP.

2.3 Work Made for Hire (if applicable). To the extent any Assigned IP constitutes a "work made for hire" as defined in 17 U.S.C. Section 101, such work shall be considered a work made for hire, and Assignee shall be considered the author and owner of such work for all purposes.

2.4 Waiver of Moral Rights. To the extent permitted by applicable law, Assignor hereby irrevocably waives and agrees never to assert any Moral Rights in the Assigned IP.

ARTICLE 3: CONSIDERATION

3.1 Payment. In consideration for the assignment of the Assigned IP, Assignee shall pay to Assignor:

☐ Lump Sum Payment: $__________________ payable as follows:
- $__________________ upon execution of this Agreement
- $__________________ upon completion of recordation
- $__________________ upon __________________ [milestone]

☐ Royalty Payments: ____% of Net Revenue derived from the Assigned IP, payable quarterly

☐ Equity: __________________ shares of [common/preferred] stock in Assignee

☐ Other Consideration: __________________________________________________

3.2 Tax Responsibility. Each Party shall be responsible for its own tax obligations arising from this transaction.

ARTICLE 4: REPRESENTATIONS AND WARRANTIES

4.1 Assignor Representations. Assignor represents and warrants that:

(a) Assignor is the sole and exclusive owner of all right, title, and interest in and to the Assigned IP;

(b) Assignor has full power and authority to execute this Agreement and assign the Assigned IP;

(c) The Assigned IP is free and clear of all liens, encumbrances, security interests, and claims of any third party;

(d) There are no pending or threatened claims, actions, or proceedings alleging that the Assigned IP infringes or misappropriates any third party's intellectual property rights;

(e) To Assignor's knowledge, the Assigned IP does not infringe or misappropriate any third party's intellectual property rights;

(f) Assignor has not granted any license, covenant not to sue, or other rights in the Assigned IP that would conflict with this assignment;

(g) All inventors, authors, and contributors to the Assigned IP have assigned their rights to Assignor;

(h) All maintenance fees, renewal fees, and other government fees necessary to maintain the Assigned IP have been timely paid;

(i) All information provided by Assignor regarding the Assigned IP is true, complete, and accurate in all material respects.

4.2 Assignee Representations. Assignee represents and warrants that:

(a) Assignee has full power and authority to execute this Agreement;

(b) The execution and performance of this Agreement will not violate any law or agreement to which Assignee is a party.

ARTICLE 5: FURTHER ASSURANCES

5.1 Cooperation. Assignor agrees to cooperate with Assignee and take all actions reasonably necessary to:

(a) Record the assignment with the United States Patent and Trademark Office (USPTO), the United States Copyright Office, and any other applicable governmental authority;

(b) Perfect Assignee's title in and to the Assigned IP;

(c) Prosecute pending patent and trademark applications;

(d) Enforce the Assigned IP against third-party infringers;

(e) Execute any additional documents or instruments reasonably requested by Assignee.

5.2 Power of Attorney. Assignor hereby irrevocably appoints Assignee as Assignor's attorney-in-fact, with full power and authority to execute, acknowledge, and record any documents necessary to effectuate the purposes of this Agreement, including assignments, applications, and other instruments.

5.3 Delivery of Materials. Within ______ days of the Effective Date, Assignor shall deliver to Assignee:

☐ Original registration certificates and applications
☐ All files, documents, and records relating to the Assigned IP
☐ All source code, object code, and technical documentation (for software)
☐ All prototypes, samples, and physical embodiments
☐ All inventor notebooks, research materials, and supporting documentation
☐ Contact information for any third parties with knowledge of the Assigned IP

ARTICLE 6: INDEMNIFICATION

6.1 Assignor Indemnification. Assignor shall indemnify, defend, and hold harmless Assignee from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from:

(a) Any breach of Assignor's representations, warranties, or obligations under this Agreement;

(b) Any claim that the Assigned IP infringes or misappropriates any third party's intellectual property rights based on facts existing prior to the Effective Date;

(c) Any third-party claim relating to Assignor's prior use or licensing of the Assigned IP.

6.2 Limitation of Liability. EXCEPT FOR INDEMNIFICATION OBLIGATIONS AND BREACHES OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

ARTICLE 7: CONFIDENTIALITY

7.1 Confidential Information. The terms of this Agreement and all non-public information relating to the Assigned IP shall be kept confidential by both Parties.

7.2 Permitted Disclosures. Notwithstanding the foregoing, either Party may disclose confidential information:

(a) To professional advisors bound by confidentiality obligations;

(b) As required by law, regulation, or court order;

(c) To governmental authorities in connection with recording the assignment;

(d) With the prior written consent of the other Party.

ARTICLE 8: GENERAL PROVISIONS

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of __________________, without regard to conflicts of law principles.

8.2 Dispute Resolution.

☐ Arbitration: Any dispute arising under this Agreement shall be resolved by binding arbitration in accordance with the rules of __________________ [arbitration organization]. The arbitration shall be conducted in __________________ [city, state].

☐ Litigation: Any dispute arising under this Agreement shall be brought exclusively in the state or federal courts located in __________________ [county, state].

8.3 Entire Agreement. This Agreement, including all Exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

8.4 Amendment. This Agreement may only be amended by a written instrument signed by both Parties.

8.5 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party.

8.6 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

8.7 Assignment. Assignee may freely assign this Agreement and the Assigned IP. Assignor may not assign this Agreement without Assignee's prior written consent.

8.8 Notices. All notices shall be in writing and sent to the addresses set forth above by certified mail, overnight courier, or email with confirmation of receipt.

8.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Intellectual Property Assignment Agreement as of the Effective Date.

ASSIGNOR:

Signature: _________________________________

Printed Name: _____________________________

Title: ____________________________________

Date: ____________________________________

ASSIGNEE:

Signature: _________________________________

Printed Name: _____________________________

Title: ____________________________________

Date: ____________________________________

ACKNOWLEDGMENT

STATE OF ____________________
COUNTY OF __________________

On this _____ day of __________________, 20____, before me, the undersigned notary public, personally appeared _________________________, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that they executed the same in their authorized capacity, and that by their signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

____________________________________
Notary Public

My Commission Expires: _______________

EXHIBIT A: DESCRIPTION OF ASSIGNED INTELLECTUAL PROPERTY

EXHIBIT A-1: PATENTS AND PATENT APPLICATIONS

EXHIBIT A-2: COPYRIGHTS AND COPYRIGHT REGISTRATIONS

EXHIBIT A-3: TRADEMARKS AND TRADEMARK REGISTRATIONS

EXHIBIT A-4: TRADE SECRETS AND PROPRIETARY INFORMATION

EXHIBIT A-5: DOMAIN NAMES

EXHIBIT A-6: OTHER INTELLECTUAL PROPERTY

EXHIBIT B: SCHEDULE OF CONSIDERATION

Payment Schedule:

Bank Wire Instructions (if applicable):

Bank Name: ________________________________
Account Name: _____________________________
Account Number: ___________________________
Routing Number: ___________________________
SWIFT Code: _______________________________

NOTICE: This template is provided for informational purposes only and does not constitute legal advice. Intellectual property assignments involve complex legal requirements that vary by jurisdiction. The transfer of copyright ownership must be in writing and signed by the owner per 17 U.S.C. Section 204(a). Patent assignments must also be in writing per 35 U.S.C. Section 261 and should be recorded with the USPTO within three months of execution. Consult with a qualified intellectual property attorney before using this agreement.