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Intellectual Property (IP) & Invention Assignment

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Prepared for:
[Company Name]

Prepared by:
[Employee Name]

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Intellectual Property (IP) and Invention Assignment

This Intellectual Property Assignment Agreement (the “Agreement”) is made as of [Effective Date] by and between [Company Name] (the “Company”), and [Assignor Name] (the “Assignor”), and [Employee Name] (“Employee”)

The Parties hereby agree as follows:
The Employee is an employee of the Company and by virtue of being an employee, is provided access to confidential and proprietary information of the Company;
The Employee may conceive and contribute to the development of intellectual property of the Company during the course of his/her employment with the Company and for the discharge of the Employee’s obligations set forth in the employment agreement executed by the Employee with the Company;
The Parties wish to enter into this Agreement to set forth the terms relating to confidentiality obligations and ownership of intellectual property rights in information shared with the Employee.

Terms and Conditions 

1. Intellectual Property Rights

Intellectual Property Rights shall mean rights arising from patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks, trade names, service marks and domain names, rights in get-up and trade dress, goodwill and the rights to sue for passing off or unfair competition, design rights, semi-conductor topography rights, database rights, confidential information (including know-how and trade secrets and the rights to use and protect confidential information) and all other intellectual property rights, in each case whether registered or unregistered and including all applications, registrations granted pursuant to any of the applications and rights to apply for and be granted, renewals or extensions of and rights to claim priority from such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

2. Assignments

All Intellectual Property Rights including but not limited to copyrights, design rights, trademarks, patents in or to any literary or artistic works, innovations on processes, methodologies, applications developed by the Employee during the course of their employment with the Company, shall be deemed as “works for hire” and will constitute absolute property of the Company and the Employee agrees to treat such intellectual property as confidential and proprietary and use such information solely for the benefit of the Company and shall not lay claim on any such intellectual property. All such rights shall be irrevocably assigned to the Company and if required by the Company, the Employee shall enter into and execute an intellectual property assignment agreement with the Company stating that the ownership of such intellectual property rights belongs solely and exclusively to the Company. 
However, the foregoing does not purport to assign to the Company (and Assigned Inventions shall not include) any Invention that:
by law (including, without limitation, the applicable statutory provision for Employee’s state of employment)  they cannot be required to so assign; or
otherwise meets all of the following requirements:
the Invention is Created entirely on the Employee’s own time;
the Invention is Created entirely without the use of any Company Assets and
the Invention is not useful with or related to any Company Interest. Nevertheless, if the Employee believes any Invention Created by them during the term of my employment is not within the definition of Assigned Inventions, they shall disclose it to the Company so that the Company may make its assessment.
Assurances: The Employee hereby makes and agrees to make all assignments to the Company necessary to effectuate and accomplish the Company’s ownership in and to all Assigned Inventions.  The Employee hereby irrevocably designates and appoints the Company and its officers as their agents and attorneys-in-fact, coupled with an interest, to act for and on my behalf to execute and file any document and to perform all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by me.

3. Moral Right

To the extent allowed by applicable law, the terms of this Section include all rights of paternity, integrity, disclosure, withdrawal, and any other rights that may be known or referred to as moral rights, artist’s rights, droit moral, or the like (collectively, “Moral Rights”).  To the extent, the Employee shall retain any such Moral Rights under applicable law, and hereby ratifies and consents to any action that may be taken with respect to such Moral Rights by or authorized by the Company and agree not to assert any Moral Rights with respect thereto. The Employee shall confirm any such ratification, consent, or agreement from time to time as requested by the Company.  Furthermore, Employee agrees that notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world and without any further compensation, the Company may and is hereby authorized to use the Employee’s name, likeness, and voice in connection with promotion of its business, products, and services, and to allow others to do the same.

4. Miscellaneous

The provisions of this Agreement are severable, and if one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provisions to the extent enforceable shall nevertheless be binding and enforceable.
This document contains the entire agreement between the parties with respect to the subject matter hereof, and neither party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other party except as set forth herein.
This Agreement and all disputes and claims arising out of or in connection with this Agreement shall be governed by, and construed in accordance with Indian law.
Any disputes or differences arising under related, or connected with this Agreement including shall be subject to the exclusive jurisdiction of the courts in [State].

Acceptance and Signature

Signature

Assign signer 1

Name

Assign signer 1

Date

Assign signer 1

Signature

Assign signer 2

Name

Assign signer 2

Date

Assign signer 2

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