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Intellectual Property Assignment Agreement Page 1 of 5

 Intellectual Property Assignment Agreement

This Intellectual Property Assignment Agreement (the “Agreement”) is entered into ________________ (the
“Effective Date”) by and between ____________________________ (the “Employee”) located at
_____________________________ and _________________________(the “Employer”) located at
____________________________, individually referred to as “Party” and collectively as “the Parties.”

The Parties agree to the following:

1. Intellectual Property. Employee agrees to assign to the Employer all present and future rights, title,
and interest to all intellectual property (“Intellectual Property”) created or discovered during the
course of Employee’s employment with the Employer. Intellectual Property includes, but is not
limited to, algorithms, code, concepts, developments, designs, discoveries, ideas, formulas,
improvements, inventions, processes, software, trademarks, and trade secrets. Intellectual Property
also includes the tangible embodiments (e.g. – drawings, notes) of any intangible items.

2. Prior Inventions. Intellectual Property that existed prior to the Employee’s employment, for which the
Employee has a right, title, or interest (collectively the “Prior Inventions”) will remain the exclusive
property of the Employee. The Employee agrees that all Prior Inventions are included in this Section
2. If no Prior Inventions are listed in this Section 2, the Employee represents that no Prior Inventions
exist.

2.1. Prior Inventions

2.1.1. ___________________________________

2.1.2. ___________________________________

2.1.3. ___________________________________

3. Patent and Copyright Registrations. The Employee agrees to cooperate with the Employer to do
whatever is reasonably necessary to obtain the patents and copyrights required to secure the
Employer’s ownership rights in the Intellectual Property. The Employee will cooperate with the
Employer during the course of the Employee’s employment with the Employer as well as after
termination of this Agreement.

4. Term. This Agreement will commence upon the Effective Date as above-stated and will remain in
effect until the Employee is no longer employed by the Employer.

Intellectual Property Assignment Agreement Page 2 of 5

 Following termination of this Agreement, the Employer will have exclusive ownership rights to all of
the Employee's post-employment Intellectual Property that arises from or directly relates to the
Employee's work for the Employer.

5. Return of Data and Documents. Upon termination of this Agreement, the Employee agrees to
immediately return all tangible embodiments of the Intellectual Property, including but not limited to
data, drawings, documents, and notes developed during the course of the Employee’s employment.
The Employee will not make copies or attempt to recreate the tangible embodiments.

6. General.

6.1. Assignment. The Parties may not assign their rights and/or obligations under this
Agreement.

6.2. Choice of Law. This Agreement will be interpreted based on the laws of the State of
_____________________, regardless of any conflict of law issues that may arise. The
Parties agree that any dispute arising from this Agreement will be resolved at a court of
competent jurisdiction located in the State of _______________________.

6.3. Complete Contract. This Agreement constitutes the Parties entire understanding of their
rights and obligations. This Agreement supersedes any other written or verbal
communications between the Parties.

6.4. Severability. In the event any provision of this Agreement is deemed invalid or
unenforceable, in whole or in part, that part shall be severed from the remainder of the
Agreement and all other provisions should continue in full force and effect as valid and
enforceable.

6.5. Successors and Assigns. This Agreement will be binding upon the Employee’s successors,
heirs, and assigns for the benefit of the Employer and the Employer’s successors, heirs, and
assigns.

6.6. Waiver. Neither Party can waive any provision of this Agreement, or any rights or obligations
under this Agreement, unless agreed to in writing. If any provision, right, or obligation is
waived, it is only waived to the extent agreed to in writing.

7. Notices

All notices pursuant to this Agreement must be sent by email with return receipt requested or certified
or registered mail with return receipt requested.

Intellectual Property Assignment Agreement Page 3 of 5

 All Notices shall be sent as follows:

Employee

______________________________

______________________________

______________________________

______________________________

Employer

______________________________

______________________________

______________________________

______________________________

[ Remainder of this page intentionally left blank. Signature page follows. ]

Intellectual Property Assignment Agreement Page 4 of 5

The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:

Employee

Signed: _____________________________________

Name: _____________________________________

Date: _____________________________________

Employer

Signed: _____________________________________

Name: _____________________________________

Date: _____________________________________

Intellectual Property Assignment Agreement Page 5 of 5