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India Assignment Agreement

This document is accurate and up to date! It was last reviewed by a lawyer in April 2024 .

This agreement is used when one party (the assignor) agrees to assign a contract, or the rights in a contract, or another income/object to a second party (the assignee). In exchange for the assignment, the assignee may give the assignor money or personal property, or forgive a debt or obligation.

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This legal document is also known as:

This form also known as: contract assignment agreement, transfer contract rights form, assignment of cntractural rights

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Legal Templates

Home Business Assignment Agreement

Assignment Agreement Template

Use our assignment agreement to transfer contractual obligations.

Updated February 1, 2024 Reviewed by Brooke Davis

An assignment agreement is a legal document that transfers rights, responsibilities, and benefits from one party (the “assignor”) to another (the “assignee”). You can use it to reassign debt, real estate, intellectual property, leases, insurance policies, and government contracts.

What Is an Assignment Agreement?

What to include in an assignment agreement, how to assign a contract, how to write an assignment agreement, assignment agreement sample.

Partnership Interest

An assignment agreement effectively transfers the rights and obligations of a person or entity under an initial contract to another. The original party is the assignor, and the assignee takes on the contract’s duties and benefits.

It’s often a requirement to let the other party in the original deal know the contract is being transferred. It’s essential to create this form thoughtfully, as a poorly written assignment agreement may leave the assignor obligated to certain aspects of the deal.

The most common use of an assignment agreement occurs when the assignor no longer can or wants to continue with a contract. Instead of leaving the initial party or breaking the agreement, the assignor can transfer the contract to another individual or entity.

For example, imagine a small residential trash collection service plans to close its operations. Before it closes, the business brokers a deal to send its accounts to a curbside pickup company providing similar services. After notifying account holders, the latter company continues the service while receiving payment.

Create a thorough assignment agreement by including the following information:

• Effective Date:  The document must indicate when the transfer of rights and obligations occurs.
• Parties:  Include the full name and address of the assignor, assignee, and obligor (if required).
• Assignment:  Provide details that identify the original contract being assigned.
• Third-Party Approval: If the initial contract requires the approval of the obligor, note the date the approval was received.
• Signatures:  Both parties must sign and date the printed assignment contract template once completed. If a notary is required, wait until you are in the presence of the official and present identification before signing. Failure to do so may result in having to redo the assignment contract.

Review the Contract Terms

Carefully review the terms of the existing contract. Some contracts may have specific provisions regarding assignment. Check for any restrictions or requirements related to assigning the contract.

Check for Anti-Assignment Clauses

Some contracts include anti-assignment clauses that prohibit or restrict the ability to assign the contract without the consent of the other party. If there’s such a clause, you may need the consent of the original parties to proceed.

Determine Assignability

Ensure that the contract is assignable. Some contracts, especially those involving personal services or unique skills, may not be assignable without the other party’s agreement.

Get Consent from the Other Party (if Required)

If the contract includes an anti-assignment clause or requires consent for assignment, seek written consent from the other party. This can often be done through a formal amendment to the contract.

Prepare an Assignment Agreement

Draft an assignment agreement that clearly outlines the transfer of rights and obligations from the assignor (the party assigning the contract) to the assignee (the party receiving the assignment). Include details such as the names of the parties, the effective date of the assignment, and the specific rights and obligations being transferred.

Include Original Contract Information

Attach a copy of the original contract or reference its key terms in the assignment agreement. This helps in clearly identifying the contract being assigned.

Execution of the Assignment Agreement

Both the assignor and assignee should sign the assignment agreement. Signatures should be notarized if required by the contract or local laws.

Notice to the Other Party

Provide notice of the assignment to the non-assigning party. This can be done formally through a letter or as specified in the contract.

File the Assignment

File the assignment agreement with the appropriate parties or entities as required. This may include filing with the original contracting party or relevant government authorities.

Communicate with Third Parties

Inform any relevant third parties, such as suppliers, customers, or service providers, about the assignment to ensure a smooth transition.

Keep Copies for Records

Keep copies of the assignment agreement, original contract, and any related communications for your records.

Here’s a list of steps on how to write an assignment agreement:

Step 1 – List the Assignor’s and Assignee’s Details

List all of the pertinent information regarding the parties involved in the transfer. This information includes their full names, addresses, phone numbers, and other relevant contact information.

This step clarifies who’s transferring the initial contract and who will take on its responsibilities.

Step 2 – Provide Original Contract Information

Describing and identifying the contract that is effectively being reassigned is essential. This step avoids any confusion after the transfer has been completed.

Step 3 – State the Consideration

Provide accurate information regarding the amount the assignee pays to assume the contract. This figure should include taxes and any relevant peripheral expenses. If the assignee will pay the consideration over a period, indicate the method and installments.

Step 4 – Provide Any Terms and Conditions

The terms and conditions of any agreement are crucial to a smooth transaction. You must cover issues such as dispute resolution, governing law, obligor approval, and any relevant clauses.

Step 5 – Obtain Signatures

Both parties must sign the agreement to ensure it is legally binding and that they have read and understood the contract. If a notary is required, wait to sign off in their presence.

Related Documents

• Purchase Agreement : Outlines the terms and conditions of an item sale.
• Business Contract : An agreement in which each party agrees to an exchange, typically involving money, goods, or services.
• Lease/Rental Agreement : A lease agreement is a written document that officially recognizes a legally binding relationship between two parties -- a landlord and a tenant.
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• Intellectual Property

Assignment Agreements and Indian IP laws

Assignment can be defined as transferring the title and rights associated with a particular property from one person to another. The individual who transfers the title is called the transferor/assignor, and the person who receives the title is called the transferee/assignee. The result of an assignment is the transfer of all interest present in a particular property to the transferee.

Assignment in the context of intellectual property is the transfer of all the intellectual property rights held by a registered user (or creator, only in cases of copyrightable works) to another party. Assignment agreements are usually in writing and are duly signed by the assignee and the assignor.

The Indian Contracts Act of 1872 provides the general essentials that make a contract valid. These apply to assignment agreements as well. These essentials include the competency of parties to enter into a contract, legal consideration, promise and acceptance, and a lawful object. In addition to those mandates, assignment agreements about Intellectual Property have several other requirements to be fulfilled. Those requirements vary according to the type of intellectual property , i.e., artistic work, trademark, invention, design, etc.

Assignment of Copyrights

The bundle of economic and moral rights is called copyright . Economic rights consist of the right to distribute, reproduce, transform, translate, perform, private copying, etc. These rights can either be wholly or partially assigned according to the parties will. Section 18 and 19 of the Copyrights Act, 1957 refers to the assignment. The work that is to be assigned has to be in existence. The authors of musical/literary work cannot assign their right to receive a royalty to any other party except their legal heirs. The Copyrights Act 1957 mandates the assignment to be made through a written and signed document.

These agreements should consist of the work and the rights assigned, the duration and territorial extent of assignment, the amount of royalty payable to the party or their legal heir, and revision/extension/termination on mutually agreed upon terms. In the absence of details present in the agreement, the default term of the contract will be five years, and the default territorial extent will be limited to India.

The assignment must be recorded in the register in case of registered work.

Assignment of Trademark

Assignment of the trademark could concern certain goods/services or fully, with/without goodwill or any combination thereof. Assignment of trademarks is specified in Section 37-43 of the Trademarks Act, 1999. The agreement has to be in written form and duly signed by the parties involved, and the agreement should specify whether the goodwill is to be transferred along with the trademark.

An application to register the change in ownership of the title of trademark has to be made through From TM-P along with a duly certified copy of the original document and the instrument or deed used for the transfer of rights.

Assignment of Geographical Indications

Geographical indications (GI) are different from trademarks; they belong to a particular association or group of people who produce certain goods in a specific geographical area with special characteristics or quality. The usage of such a mark indicates the presence of such quality or characteristic that is a specialty to that territory. As GIs are public property, they cannot be subject to assignment, transmission, licensing, pledging, mortgaging, or any such types of agreements as mentioned in Section 24 of the Geographical Indications of Goods Act, 1999. The GI could be subject to succession, but it is possible only when the production of such a product remains within the territory mentioned.

Assignment of Patent rights

Assignment of patents has to be done through a written instrument. Section 68-70 of the Patents Act 1970 covers the assignment of patents. This instrument should specify all the terms and conditions governing the rights transferred and obligations imposed. Assignment of patents can be informed of legal assignment, equitable assignment, or mortgages. This ownership transfer must be registered in the register through a Form 16 application made to the Controller, along with two copies of the deed agreement document duly certified.

Assignment of Designs

The assignment of designs is regulated by the Manual of Designs Practice and Procedure. Sec 30 of the Designs Act, 2000 provides the information related to the assignment of Designs and the procedure of doing the same. This agreement must be in writing and contain all details regarding the transferred rights and the obligation imposed. This assignment has to be duly signed by both parties involved. It has to be registered on the application filing through Form 10 within six months from the date of execution of the assignment/instrument. Further extension of 6 months is also available. It has to accompany copies of the original transfer deed/instrument or copies duly certified.

For more information, please get in touch with Intepat .

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17+ Assignment Agreement Templates – Word, PDF, Pages

An assignment agreement is a type of a contract agreement that assigns contractual rights to a specific party. The function of this document is to transfer legal rights for the sake of benefits incurred by the other party. Real estate business usually uses this type of document where a lessee assigns remaining lease terms to a subtenant. This type of document could also be found in employment agreements where employees are assigned with inventions by their company.

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Assignment Agreement Basics

• there is an agreement that prohibits the assignment
• there i an alteration of contractual rights in the assignment
• there is a violation of public law and policies
• rights and obligations of either or both parties involved in the agreement
• conditions that are only permitted in the agreement
• performance of obligations that is subject for transfer, delegation, or sub-contraction
• possible assumptions of successors
• parties with legal capacity
• considerations
• legality of object

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Trade Mark Assignment Agreement

Specify the date on which this Agreement will come into effect.

TRADE MARK ASSIGNMENT AGREEMENT

This Trade Mark Assignment Agreement (the "Agreement" ) is made on this ________ ( "Effective Date" )

BY AND BETWEEN

________ , a company incorporated under the laws of ________ , with Identification No.: ________ , having its registered office at ________ represented by its ________ , ________ (hereinafter referred to as the "Assignor" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its successors-in-interest and permitted assigns)

________ , a company incorporated under the laws of ________ , with Identification No.: ________ , having its registered office at ________ represented by its ________ , ________ (hereinafter referred to as the "Assignee" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its successors-in-interest and permitted assigns)

(The Assignor and the Assignee shall hereinafter individually referred to as "Party" and collectively as "Parties")

WHEREAS the Assignor owns all right, title, and interest in and to the said, Trade Mark.

WHEREAS Assignor is willing to assign said Trade Mark to Assignee and the Assignor has the full right, absolute power, and lawful authority to sell, assign, and convey the same in the manner herein set forth.

WHEREAS Assignee hereby accepts the said rights, title, and interest in respect of the Trade Mark in accordance with the terms of this Agreement.

NOW, THEREFORE, the Parties seek to enter into this Agreement to confirm and record the terms and conditions on which the Assignor shall assign to the Assignee and other agreements in connection therewith.

1. DEFINITIONS AND INTERPRETATION

(a). "Agreement" means this Trade Mark Assignment Agreement.

(b). "Agreement Date" means the date marked at the beginning of this document ( ________ ).

(c). "Applicable Law" shall include all applicable (i) statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, listing agreements, notifications, guidelines or policies of any jurisdiction; and (ii) judicial quasi-judicial and/or administrative decisions, interpretations, directions, directives, licenses, permits, judgments, writs, injunctions, arbitral awards, decrees, orders, terms and conditions of governmental or regulatory approvals or agreements with any governmental or regulatory authority.

(d). "Assignment" means an assignment in writing by the act of the parties concerned.

(e). "Governmental Authority" means any government authority, statutory authority, government department, agency, commission, board, tribunal or court or other law, rule or regulation-making entity having or purporting to have jurisdiction on behalf of India or any state or other subdivision thereof or any municipality, district or other subdivision thereof.

(f). "GST" means Goods and services tax under the Goods and Services Tax Act, 2017.

(g). "Trade Mark" means the Trade Mark as prescribed under this Agreement.

2. INTERPRETATION

(a). The headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement.

(b). Unless the context otherwise requires, in this Agreement:

(I). words using the singular or plural number also include the plural or singular number, respectively;

(II). words denoting any gender shall include all genders;

(III). the words "written" and "in writing" include any means of visible reproduction;

(IV). the terms "hereof", "herein", "hereto" and similar words refer to this entire Agreement and not any particular Clause, or any other subdivision of this Agreement;

(V). the words "include" or "including" shall be deemed to be followed by "without limitation" or "but not limited to" whether or not they are followed by such phrases or words of like import;

(VI). references to any "person" include any natural person, corporation, judicial entity, association, statutory body, partnership, limited liability company, joint venture, trust, estate, unincorporated organization or government, state or any political subdivision, instrumentality, agency or authority; and

(VII). references to "Clause" or any other agreement or document in this Agreement shall be construed as references to the Clauses of this Agreement, or such other agreement or document, as may be amended, modified or supplemented from time to time, and shall include a reference to any document which amends, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms.

3. ASSIGNMENT OF TRADEMARK

(a). The Assignor grants the following property ("Trade Mark"):

Registration Number: ________ .

Registration Date: ________ .

Classes registered: ________

Classes Assigned: ________

(b). A copy of the Trade Mark registration certificate will be attached along with this Agreement.

(c). The Trade Mark will be assigned to the Assignee upon execution of this Agreement.

(d). Assignor irrevocably assigns, grants and transfers to the Assignee, the Assignor's world rights, titles, and interests in and to the Trade Mark, including the rights granted under any applicable laws, Trade Mark registrations and applications that may exist covering the Trade Mark, right to sue third-parties for and recover and retain all damages and other remedies for past, present, and future infringements and all other violations in law or equity concerning the Trade Mark.

(e). The Trade Mark is assigned including the goodwill of the business symbolized by the use of Trade Mark of the Assignor.

(f). All the rights vested in Trade Mark with be rights to use, sell, assign, transfer, modify, delete, or stop such or any kind of products or services in respect of the Trade Mark are completely transferred to Assignee with no reservation.

(g). The Trade Mark to be held and enjoyed by Assignee for its own use and enjoyment and the use and employment of its successors assigns or other legal representatives, as fully and entirely as the same would have been held and enjoyed by the Assignor if this assignment had not been made.

(h). Assignor hereby authorizes the concerned registrar or government official empowered to issues trademark registrations, to record this assignment, and to issue or transfer the aforementioned Trade Mark to the Assignee as the owner of all rights, titles, and interests therein, or otherwise as Assignee may direct, in accordance with the terms of this Agreement.

(i). In accordance with this Agreement, the Assignor assigns the rights of the aforementioned Trade Mark to the Assignee. After entering into this Agreement, the Trade Mark will be for the exclusive use of the Assignee. The Assignor will be barred from using the Trade Mark for its own purpose or issuing new Licenses to any third parties after entering into this Agreement.

4. CONSIDERATION

(a). The Assignee shall pay to the Assignor a one-time flat payment of Rs ________ (________). The payment shall be made using Netbanking .

(b). The one-time flat payment should be paid upfront at the time of entering into this Agreement.

(c). Any payments by the Assignee that are not paid on or before the date such payments are due under this Agreement, the Assignee shall be liable to the following penalty: ________ % per annum from the unpaid sum.

(d). Payment of such interest by Assignee will not limit, in any way, the Assignor's right to exercise any other remedies as a consequence of delay in payment.

(e). The cost of registration, notarization and stamp duty will be borne equally by the Assignor and the Assignee.

5. GOODS AND SERVICES TAX

(a). Unless otherwise explicitly agreed to by each of the Parties, the amount payable under this Agreement excludes GST.

(b). The Assignee must pay the GST Amount to the Assignor at the same time of making the payment.

(c). Any obligation on the Assignee to pay the GST Amount under this clause is conditional on the Assignor providing to the Assignee a valid tax invoice in accordance with GST law.

6. ASSIGNOR WARRANTIES

(a). The Assignor hereby provides the following warranties ( "Assignor Warranties" ):

(I). That the Assignor has the full legal authority and capacity to enter this Agreement.

(II). That the Assignor owns or controls the Trade Mark which the Assignor is issuing under this Agreement.

(III). That the Assignor has the full legal authority to provide the Trade Mark to the Assignee.

(IV). That there are no restrictions, legal or otherwise, which prevent the Assignor from entering this Agreement.

(V). The Assignor agrees to completely cease the use of the Trade Mark or any confusingly similar Trade Mark and agrees not to challenge the Assignee's right to the Trade Mark.

(VI). That the Assignor from the date of assignment as mentioned under this Agreement shall not claim any right or interest in the assigned Trade Mark.

(VII). That this Agreement and Trade Mark is not in violation of any Agreements or infringe the intellectual property rights of any third party.

(VIII). There are no legal claims or actions, existing or threatened, and no other liabilities that may negatively affect the Assignee's ability to use the Trade Mark.

(IX). In case there are any violations of the aforementioned warrants by the Assignor, the Assignor shall:

7. ASSIGNEE WARRANTIES

(a). The Assignee hereby provides the following warranties ( "Assignee Warranties" ):

(I). That the Assignee has the full legal authority and capacity to enter into and fully perform this Agreement with Assignor.

(II). That the Assignee will only use the Trade Mark in accordance with the terms of this Agreement.

8. 588528525885588

( ________ ). 5585 25522 (52225525 22 58 252 "Indemnifying Party" ) 85588 825222822 525 525228 22 522225 525 22 2222 252 22525 25522 (52225525 22 58 252 "Indemnified Party" ) 82522282825 525 55528288 2522 525 5258282 588 828828 82855525/85222525 82 252 52522282825 25522, 5588822 2522, 25 82855525 82 8222282822 8825 25 52852822 22, 522 25855-25522 885828 8825 5282282 22 252 228828822:

( ________ ). 522 852585 22 822285222858822 2528888228;

( ________ ). 82255828, 828855822 825882 822552, 52525, 25 552522 22 25222522 (828855822 25222) 2885882225 82, 25 5882225 22 5582 8222 2885882225 82 252 5828 25 82228888228 22 252 525222822822 25522 25 522 22 828 222822228 25 522528222528828, 8522525 222882222, 8888258 25 225258882;

( ________ ). 525222822822 25522'8 2588552 22 822282 8825 522 5228885882 858 528582822 82 828828 22 252 52522282825 25522;

( ________ ). 522 582 22 8222888822 25 22888822 828855822 25555, 8888258 5225582, 25 25288 2228822282 82 25 22 252 2552 22 52 525222822822 25522 25 522 22 828 222822228 25 522528222528828, 8222588822 8825252 8828252822 522 28228 525 222582828 8222825 82 522 228252222258 852525822.

( ________ ). 552 825222828852822 582528 22 252 52522282825 25522 52525 2588 825222222 552 82522225222 22 525 82 55582822 22, 8585 582528 525 52225828 58 252 52522282825 25522 252 5582 52 858 25 82 285822 25 225258882, 828855822 252 58252 22 8222 82288288 22522525282, 528288822, 22525 822282882 528822, 2222 85885 582528 25 52225828 85588 82 52228225 25 5828288525 2525282.

( ________ ). 552 2528888228 22 2588 885582 85588 8558882 252 22528252822 525/25 252852 22 2588 825222222.

9. CONFIDENTIAL INFORMATION

(a). The Parties understand that during the course of any negotiations or discussions undertaken prior to and/or in pursuance of this Agreement, either Party may become privy and to and/or come into possession of information of proprietary nature (hereinafter referred to as "Receiving Party" ), belonging to other Party (hereinafter referred to as "Disclosing Party" ). Such proprietary information is herein referred to as "Confidential Information" and shall include information whether written, visual or oral in any other medium, including information, or data disclosed to the Receiving Party by the Disclosing Party or by a third party on behalf of the Disclosing Party and shall (i) any information having been disclosed prior to the date of this Agreement; (ii) any information relating to the Disclosing Party's business, procedures, products, training modules, processes, plans, know-how, designs, trade secrets, market opportunities, computer programs; (iii) this Agreement or any terms and conditions thereof.

(b). Confidential Information shall not include any information that (i) is or becomes publicly available without breach of the terms of this Agreement; (ii) becomes lawfully available to the Receiving Party from a third party free from any confidentiality restriction; or (iii) was previously in the possession of the Receiving Party and which was not acquired directly or indirectly from the Disclosing Party, as evidenced by written records.

(c). Receiving Party or any party to whom it transmits the Confidential Information pursuant to this Agreement may disclose the Confidential Information if it becomes legally compelled to do so under any relevant law, regulation or order of the court, provided the Disclosing Party is given prompt notice of such requirement or such order and (where possible) provided reasonable opportunity to contest it and scope of such disclosure is limited to the extent possible.

(d). The Receiving Party agrees and covenants with the Disclosing Party (i) to maintain confidentiality with respect to the Confidential Information coming into its knowledge and possession before or during the term of this Agreement; (ii) to use the same solely for the purpose as envisaged under this Agreement; (iii) to inform the Disclosing Party of any incident of breach of the Receiving Party's confidentiality obligations under this Agreement within 24 hours from the occurrence of such incident.

(e). These clauses (confidentiality obligations) shall survive the termination of this Agreement for a period of ________ .

10. FORCE MAJEURE

(a). "Force Majeure" means an event beyond the control of the Parties, which prevents a Party from complying with any of its obligations under this Agreement, including but not limited to:

(I). act of God (such as but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods);

(II). war, hostiles, invasion, the act of foreign enemies, requisition or embargo;

(III). rebellion, revolution, insurrection or military power, civil war;

(IV). riot, commotions, strikes;

(V). act or threats of terrorism, and pandemic.

(b). The Parties shall not be liable for any failure to perform their respective obligations under this Agreement if such failure is caused due to a Force Majeure Event and in such case, the obligations of the relevant Party shall be suspended for so long the Force Majeure Event prevails.

(c). Upon the occurrence of a Force Majeure Event, the non-performing Party/ affected Party shall immediately inform the other Party of the same and continue to use commercially reasonable efforts to recommence performance whenever and whatever extent possible without delay.

(d). The Parties shall consult together in relation to the above matters following the occurrence of the Force Majeure Event to mitigate the losses and ensure this Agreement's smooth functioning.

11. COMMUNICATION AND NOTICES

All the notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the Party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, once acknowledged by the recipient, (c) sent by email provided under this Agreement.

For Assignor:

Address: ________

Email: ________

For Assignee:

12. MODIFICATION OF AGREEMENT

In the event any provision of this Agreement is determined to be invalid by any court or other entity of competent jurisdiction, the provision of this Agreement shall be deemed to have been amended and the Parties hereto agree to execute all documents necessary to evidence such amendment so as to eliminate or modify any such invalid provision so as to carry out the intent of this Agreement as far as possible and to render this Agreement enforceable in all respects as so modified.

13. NO WAIVER

The failure of any Party hereto to enforce any provision of this Agreement shall in no way be construed to be a waiver of such provisions or to affect the validity of this Agreement or any part thereof or the right of either Party to enforce each and every provision in accordance with its terms.

14. HEADINGS

The headings in this Agreement are included for the convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

15. INTERPRETATION

The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting Party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties and not in favour or against either Party.

16. REMEDIES

Each Party recognises that the foregoing restrictive covenants are fair and reasonable and are required for the protection of legitimate business interests. Each Party also understands that the other Party will be irrevocably harmed if the restrictive covenants are not specifically enforced. Accordingly, Each Party agrees that the foregoing restrictive covenants may be enforced by the other Party through temporary and/or permanent injunctive relief, without prejudice to other reliefs as may exist.

17. DISPUTES

Both the Parties do hereby agree that any dispute arising out of or in relation to this agreement shall be settled in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and/ or any statutory modification or re-enactment thereof for the time being in force. The single Arbitrator shall be appointed mutually by the Parties. Each Party shall pay their own costs and fees of the arbitration and the cost of the arbitrator shall be borne equally. The seat or place of the arbitration shall be as follows: Andaman and Nicobar Islands .

The Agreement shall be governed in accordance with the laws of India and the courts of Andaman and Nicobar Islands will have the exclusive jurisdiction.

18. LEGAL FEE AND COSTS

In the event of any legal action by any Party to enforce any one or more provisions of this Agreement, whether at law or in equity, the prevailing Party shall be entitled to receive from the other Party all enforcement costs including, without limitation, reasonable legal fees and costs whether incurred before, during and after the trial or other litigation including appeal.

19. SURVIVAL OF OBLIGATION

Notwithstanding any other provisions of this Agreement, at termination, expiration or completion of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination, expiration or completion shall remain in provisions which are explicitly stated to survive termination, expiration or completion shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive termination, expiration or completion.

20. COUNTERPARTS

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

21. ENTIRE AGREEMENT

Both the Parties represent and agree that they have read this Agreement, understand its terms and the fact that it releases all claims each might have entered into this Agreement without duress or coercion from any source. This Agreement supersedes all other Agreements entered into between the Parties.

IN WITNESS WHEREOF , the Parties hereto have executed this agreement on ________ .

FOR ASSIGNOR:

Authorized Signatory: ________ ( ________ )

FOR ASSIGNEE

Govt. ID Name & No.:

The undersigned, being a duly appointed Notary Public, located at ________ on this date, the above-named ________ (Assignor) and ________ (Assignee), appeared before me and properly identified to me and did sign the forgoing.

IN TESTIMONY WHEREOF I subscribe my name and affix my seal notarial on this ___ day of ________ 20___

_______________________

Notary Public

(Details of Trade Mark)

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Free Trademark Assignment Agreement Template for Microsoft Word

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Trademark Assignment Agreement

This Trademark Assignment (hereinafter referred to as the “Assignment”) is made and entered into on [Insert Date Here] (the “Effective Date”) by and between the following parties:

[Insert Assignor Name] [Insert Assignor Address]

(the “Assignor”)

[Insert Assignee Name] [Insert Assignee Address]

(the “Assignee”)

WHEREAS, the Assignor is the sole and rightful owner of certain trademarks and/or service marks and the corresponding registrations and/or applications for registration (collectively referred to as the Trademarks) set forth in Exhibit A attached hereto; and

WHEREAS, the Assignee desires to purchase or acquire the Assignor’s right, title, and interest in and to the Trademarks; and

WHEREAS, the Assignor and Assignee are both duly authorized and capable of entering into this Assignment.

NOW, THEREFORE, for valuable consideration, the receipt of which is acknowledged, the parties hereto agree as follows:

1. ASSIGNMENT.

The Assignor does hereby sell, assign, transfer and set over to Assignee all of its right, title, and interest in and to the Trademarks in the United States and all jurisdictions outside the United States including, without limitation, the ongoing and existing portion of the Assignor’s business associated with the Trademarks, together with the goodwill of the business connected with and symbolized by the Trademarks (including, without limitation, the right to sue and recover for any past or continuing infringements or contract breaches related to the Trademarks, the right to renew any registrations included in the Trademarks, the right to apply for trademark registrations within or outside the United States based in whole or in part upon the Trademarks, and any priority right that may arise from the Trademarks), the same to be held and enjoyed by Assignee as fully and entirely as said interest could have been held and enjoyed by Assignor had this sale, assignment, transfer and conveyance not been made.

The Assignor authorizes the United States Patent and Trademark Office and any other applicable jurisdictions outside the United States to record the transfer of the registrations and/or registration applications set forth in Exhibit A to Assignee as the recipient of Assignors entire right, title, and interest therein.

Assignor further agrees to upon the request and at the expense of Assignee: (a) cooperate with Assignee in the protection of the trademark rights and prosecution and protection of foreign counterparts; (b) execute, verify, acknowledge and deliver all such further papers, including registration applications and instruments of transfer; and (c) perform such other acts as Assignee lawfully may request to obtain or maintain the Trademarks and any and all applications and registrations for the Trademarks.

2. WARRANTY.

Assignor warrants that Assignor is the legal owner of all right, title, and interest in the Trademarks, that the Trademarks have not been previously pledged, assigned, or encumbered, and that this Assignment does not infringe on the rights of any person.

3. GOVERNING LAW.

This Assignment is governed by and is to be construed in accordance with the laws of the State of [Insert State]

4. ENTIRE AGREEMENT.

This Assignment constitutes the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof.

5. SEVERABILITY.

If one or more provisions of this Assignment are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. If the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision will be excluded from this Assignment, (ii) the balance of the Assignment will be interpreted as if such provision were so excluded and (iii) the balance of the Assignment will be enforceable in accordance with its terms.

6. ADVICE OF COUNSEL.

EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT WILL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.

IN WITNESS whereof, the Assignor and Assignee have executed this Agreement as of the Effective Date.

By: ___________________________________ Date: __________________ _________________

[Notary Acknowledgement to Follow]

List of Trademark/Service Mark

Trademark/Service mark: _________________ Registration/Application number: _________________ Dated: _________________

Assignor Acknowledgement

State of _________________ ) County of _________________ )

On ____________________ before me the undersigned Notary Public, personally appeared ____________________________ ASSIGNOR, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within the instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of _________________ that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

________________________________________ (Notary Seal) Notary Public

________________________________________ My commission expires

Assignee Acknowledgement

On ____________________ before me the undersigned Notary Public, personally appeared ____________________________ ASSIGNEE, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within the instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

Related Documents

Advertising agreement, arbitration agreement, barter agreement, business sale agreement.

How to Draft an Invention Assignment Agreement

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Introduction

In the fast-paced world of technology, an invention assignment agreement is a key document for any inventor, entrepreneur or business owner. It provides legal protection and ensures that inventors receive a fair return on their inventions. But what exactly is an invention assignment agreement and why do entrepreneurs and business owners need one?

An invention assignment agreement is a legally binding contract that assigns ownership of an invention to another party, such as an employer or investor. The Agreement outlines the inventor’s rights and duties with regards to the use of their intellectual property while protecting them from theft or infringement by other parties. Furthermore, it clearly outlines payment terms, including any royalties or bonuses due to the inventor for their work. Having an Invention Assignment Agreement in place grants inventors peace of mind that their hard work will be rewarded fairly - something which can be invaluable when trying to succeed in the competitive technological landscape.

Business owners too should understand the importance of having a well-drafted Invention Assignment Agreement at hand as it can provide assurance that investments are adequately protected and secure from intellectual property theft. This can be crucial for entrepreneurs wanting to ensure long-term business success without facing costly legal disputes further down the line.

For anyone needing assistance creating an Invention Assignment Agreement, Genie AI offers a comprehensive resource to help you get started with drafting your own legally binding documents - all without paying a lawyer! Genie AI’s open source legal template library harnesses millions of data points to show you what constitutes market standard agreements; allowing users to customize high quality documents in minutes – saving both time and money! Our step-by-step guidance provides all the information needed on how to access our library today so you can get your project off to a strong start - all without needing a Genie AI account! So if you’re looking for reliable advice on how best tackle your next big venture - read on!

Definitions (feel free to skip)

Scope of Assignment – The range and limits of what is being assigned. Inventor – The person who creates or discovers something new. Assignee – The person or organization to whom something is assigned. Trade Secret – Information not generally known that gives a business an advantage over its competitors. Patent Application – A request to the government for permission to make, use, or sell an invention. Trademark – A distinctive word, phrase, symbol, or design used to identify a product or service. Copyright – A legal right that grants the creator of an original work exclusive rights to its use and distribution. Description of Invention – A detailed explanation of the features and functions of an invention. Rights of Assignment – The rights given to the assignee, such as the right to use, manufacture, reproduce, or sell the invention. Payment Terms – The amount and timing of payments made as part of the assignment. Confidentiality Clause – A clause that prohibits the assignee from disclosing any confidential information relating to the invention. Warranties – A guarantee that the inventor has the legal right to assign the invention to the assignee. Disclaimers – A statement that denies or limits a party’s legal responsibility. Legal Remedies – Ways of seeking legal enforcement of a contract, such as money damages or injunctive relief. Duration – The length of time that the agreement is in effect. Termination – The ending of the agreement. Notices – Written communication from one party to another. Dispute Resolution – The process of settling a disagreement between two parties. Governing Law – The set of laws that applies to a particular agreement. Jurisdiction – The authority of a court or other legal body to interpret and enforce the law. Sign and Date – To physically write one’s name and the date on a document to show agreement.

Define the scope of the assignment

Identify the inventor and assignee, draft a description of the invention, establish agreement on the assignment of rights to the assignee, set payment terms, include a confidentiality clause, include warranties and disclaimers, specify legal remedies, address duration and termination of the agreement, outline requirements for notices, including dispute resolution, clarify governing law and jurisdiction, sign and date the agreement, make copies of the agreement for each party, get started.

• Determine what invention is being assigned
• Identify who the inventor and assignee are
• Outline the scope of the assignment and what rights the assignee will be granted
• Specify the geographical area where the invention will be used
• Draft language for the assignment that includes the scope and rights of the assignee
• Review the language with both the inventor and assignee to make sure that everyone is in agreement

When you can check this off your list: When you have drafted the language for the assignment and both the inventor and assignee have reviewed and agreed to the language.

• Find out who the inventor is, and who the assignee (the person or company receiving the assignment) is
• Make sure the inventor and assignee are clearly identified in the agreement
• When the inventor and assignee have been clearly identified, you can move on to the next step of drafting a description of the invention.
• Include a detailed description of the invention, including relevant drawings, diagrams, and other relevant materials.
• Differentiate the invention from prior art if applicable.
• Identify the patent application number and filing date if the invention is already filed.
• If there is more than one inventor, make sure all inventors have agreed to the assignment.
• When the description is complete, you should have a clear understanding of the invention, who owns it and what is being assigned.

Once the description of the invention is complete, you can move on to the next step of establishing agreement on the assignment of rights to the assignee.

• Draft a clear agreement specifying the rights being assigned to the assignee
• Include details such as the scope of the rights, the geographic region and term of the assignment
• Make sure the assignee is aware that the invention must be kept confidential
• Include a clause which states that the assignee will not attempt to register the invention in any other country
• Add a clause that the assignor will defend any claims made against the assignee in relation to the invention
• Have both parties sign the agreement

You will know you are done with this step when you have completed the agreement, both parties have signed it, and the assignor and assignee have a copy of the agreement.

• Determine the payment method for the assignor in exchange for assigning the rights.
• Agree on a total sum for the payment or a payment plan.
• Include payment details in the agreement, such as the date of payment and any interest rates or fees.
• Have both the assignor and assignee sign off on the payment terms.

When this step is complete, the payment terms in the agreement should be agreed upon and documented in the agreement.

• Explain what a confidentiality clause is and why it’s important
• Identify the parties to the agreement, and include a definition and scope of confidential information
• Set out the duration of the confidentiality obligation
• Specify the permitted uses of confidential information
• Outline the remedies available to the parties in the event of a breach
• Include a clause permitting the parties to disclose confidential information to their advisors
• When complete, the confidentiality clause should provide a legally binding agreement between the parties that protects the confidential information disclosed
• When done, you can check this off your list and move on to the next step which is to include warranties and disclaimers.
• Include a clause in the agreement that states the assignor warrants that it owns the invention and has the right to assign it to the assignee
• Include a clause that the assignor has not previously assigned the invention to anyone else
• Include a clause that the assignor has not made any other agreement regarding the invention that would conflict with the assignment
• Include a disclaimer that the assignee is not receiving any implied warranties or guaranties with the assignment
• Include a clause that the assignor will indemnify the assignee in the event of any third-party claims
• Once you have included these warranties and disclaimers in the agreement, you can check this step off your list and move on to specifying legal remedies.
• Identify the legal remedies that each party would have if the other party breaches the agreement
• Consider what remedies are available in your jurisdiction and which are most appropriate for the situation
• Include remedies such as specific performance, liquidated damages, or other equitable relief
• Specify that the non-breaching party shall be able to seek all available remedies, including but not limited to damages and/or injunctive relief
• Indicate that the non-breaching party shall be entitled to recover all costs, including attorney fees, incurred in enforcing the agreement
• When complete, you can proceed to the next step, which is addressing duration and termination of the agreement.
• Determine the effective date of the agreement.
• Decide the duration of the agreement, including any applicable renewal options.
• Specify the circumstances under which the agreement can be terminated.
• Include provisions for either party to terminate the agreement with a certain amount of notice.
• Outline a timeline for any payments that need to be made upon termination.

Once you have determined the effective date, duration, termination, notice and payment requirements, you can check this step off your list and move on to the next step of outlining requirements for notices, including dispute resolution.

• Identify the parties to the agreement and their contact information
• Specify who will send and receive notices
• Outline the process for dispute resolution (e.g. arbitration, litigation)
• Establish a timeframe for notices to be sent and received
• Include language about compliance with applicable laws
• Include a clause that allows the parties to modify or amend the agreement
• Include a clause that allows the parties to assign their rights and obligations
• When complete, review the agreement and make sure it is legally sound
• When complete, sign and date the agreement
• When complete, get the agreement notarized, if required
• Identify the governing law of the agreement and the jurisdiction in which it will be interpreted and enforced
• Include the applicable state or country’s laws into the agreement
• Specify the court or other dispute resolution forum where any dispute or claim arising out of the agreement can be litigated
• Confirm that both parties agree to be bound by the governing law and jurisdiction chosen
• Once the governing law and jurisdiction is clarified, you can move on to the next step: signing and dating the agreement.
• Have both parties sign the agreement and include the date
• Make sure both parties include a witness to the agreement
• Have each party keep a copy of the signed agreement
• When done, you can check this off your list and move on to making copies of the agreement for each party.
• Ensure you have enough copies of the agreement for all parties
• Make sure to print out all copies of the agreement
• Make sure to provide copies for all parties to the agreement
• Once all parties to the agreement have a copy, you can check this off your list and move on to the next step.

Q: What are the differences between a US, UK and EU Invention Assignment Agreement?

Asked by Abigail on June 5th 2022. A: An Invention Assignment Agreement is an agreement between two parties, typically an employer and an employee, whereby the employee assigns all rights in any invention made during the course of their employment to the employer. The differences between US, UK and EU Invention Assignment Agreements mainly come down to the laws of the particular jurisdiction where the agreement is being used. US laws on invention assignment agreements are found in Title 35 of the United States Code, which covers patent law. In the UK, patent law is covered by The Patents Act 1977, while in the EU it is covered by Regulation (EU) No 1257/2012. Each jurisdiction will have different requirements for an Invention Assignment Agreement, so it is important to ensure that you are familiar with the laws of your jurisdiction when drafting an agreement.

Example dispute

Suing a company for breach of an invention assignment agreement.

• Plaintiff should be able to provide evidence of the invention assignment agreement between the parties, as well as any other relevant documents and communications.
• Plaintiff should be able to demonstrate that the terms of the agreement have been breached, e.g. by showing that the defendant has failed to pay royalties or has used the invention without permission.
• Plaintiff may be able to request an injunction against the defendant, requiring them to stop using the invention and/or pay back royalties.
• Plaintiff may be able to claim damages for any losses suffered as a result of the breach, for example, lost profits or other financial harm.
• Plaintiff may be able to negotiate a settlement including a payment from the defendant in exchange for dropping the suit.

Templates available (free to use)

Confidential Information And Invention Assignment Agreement Confidentiality And Invention Assignment Agreement Employee Invention Assignment Agreement Invention Assignment Agreement

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