INTELLECTUAL PROPERTY AGREEMENT

INTELLECTUAL PROPERTY RIGHTS | INTELLECTUAL PROPERTY AGREEMENT   Intellectual Property Rights, Intellectual Property Agreement also called as Intellectual Property Transfer Agreement or Intellectual Property Assignment Agreement, consummates and formalizes an agreement between two companies for the purchase and sale of Intellectual Property rights. The Intellectual Property being purchased consists of copyrights, trademarks, moral rights and/or patents. As opposed to an IP license Agreement, the purchaser or assignee in an IP transfer agreement takes total and exclusive ownership and control of the IP rights, and is free to use those rights however one wishes.   Intellectual Property Agreement is drafted on the following provisions: Assignment and Waiver of Moral rights: Moral Rights are not recognized in US but are recognized in Europe . They involve the general rights in respect to intellectual property. In this provision, the assignor must irrevocably and in perpetuity waive, in favor of the assignee transfer all moral rights intellectual property including the following: The right to restrain or claim damages for any distortion, mutilation or other modification of the transferred IP. The right to be associated with the transferred IP The right to restrain use or reproduction of the transferred IP This waiver shall be binding upon the heirs, executors, employees, directors and all successors involved in the creation of IP. Representations and Warranties: It is important to include a representation and warranties paragraph in the Intellectual Property Agreement where the assignor promises that it has the full authority to assign the transferred intellectual Property. The assignor must also promise that it has the full authority to waive all moral rights. Non- Disclosure: The assignor should promise for itself, its officers, directors, shareholders etc., that it agrees that, except with the assignee's express prior written consent, that it will not disseminate, disclose, use or permit to be used any of the transferred intellectual property, since upon the execution of the agreement of IP is property of the assignee. Damages Inadequate: the assignee may want to include a provision whereby the assignee must concede that damages at law by itself may not be an adequate remedy for a breach of the agreement. In the event of a breach, the assignee's rights may be enforceable by specific performance, injunction, or other equitable remedy as opposed to remedies at law. Assignment of the Agreement: The assignee may wish to require their prior written consent before the assignor is allowed to assign the agreement to the third party. Governing Law: The parties should agree which state will govern the agreement, which could include a binding arbitration provision in an effort to seek a speedy resolution to any dispute. These are the key provisions that must be included in an Intellectual Property Agreement.

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