Assignment of Transferred Intellectual Property Clause Samples

The Assignment of Transferred Intellectual Property clause formally transfers ownership of specified intellectual property rights from one party to another. This clause typically details the types of intellectual property being assigned, such as patents, copyrights, trademarks, or trade secrets, and may outline the process for executing necessary documents to complete the transfer. Its core function is to ensure that all rights, title, and interest in the identified intellectual property are legally and unambiguously conveyed to the recipient, thereby preventing future disputes over ownership.
Assignment of Transferred Intellectual Property. (a) mPower hereby sells, assigns, conveys and transfers (the “Transfer”) to PGG all right, title and interest, held by mPower or any member of the RemainCo Group, in and to the Intellectual Property set forth on Schedule 2.1(a) (the “Transferred mPower Intellectual Property”), including all right, title and interest in and to all proceeds, causes of actions and rights of recovery against Third Parties for past and future infringement, misappropriation, or other violation or impairment of such Intellectual Property, except to the extent prohibited by, or requiring any Consent under (to the extent such Consent has not been obtained), any Contract under which mPower holds or uses such Transferred mPower Intellectual Property. As consideration for the Transfer and for the rights and licenses granted in Article 5 herein, PGG hereby agrees to promptly pay $500,000 to mPower. (b) mPower shall, and shall cause any members of the RemainCo Group as applicable and necessary to, execute intellectual property assignment agreements in a form substantially similar to that attached hereto as Exhibit A, as applicable to the Transferred mPower Intellectual Property, as well as such additional specific assignments as reasonably necessary to carry out the intent of the Parties as set forth herein (collectively, the “Intellectual Property Assignment Agreements”). All Transferred mPower Intellectual Property is transferred subject to all rights granted under or in connection with agreements related such Transferred mPower Intellectual Property existing and in force as of the Effective Date, in each case subject to the terms and conditions contained in each such agreement, including, without limitation, any license agreements, any security agreements or any liens granted in and to such Transferred mPower Intellectual Property. (c) mPower shall deliver to PGG all Intellectual Property Assignment Agreements contemplated herein that effectuate the assignment of Transferred mPower Intellectual Property from mPower or any member of the RemainCo Group to PGG. PGG shall have the sole responsibility, at its sole cost and expense, to file such Intellectual Property Assignment Agreements and any other forms or documents required to record such assignments, provided, however, that upon request, mPower shall provide reasonable assistance to PGG to record an assignment, at PGG’s sole cost and expense.
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Assignment of Transferred Intellectual Property. Seller shall deliver duly executed instruments of assignment with respect to the Transferred Intellectual Property set forth on Section 4.5.1(i) of the Seller Disclosure Letter, which instruments are, as to registered United States trademarks and service marks, in the form attached as Exhibit E, and otherwise are in form and substance reasonably acceptable to Buyer.
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Assignment of Transferred Intellectual Property. (a) Canada Nuclear hereby sells, assigns, conveys and transfers (the “Transfer”) to Canada Thermal all right, title and interest, held by Canada Nuclear or any member of the RemainCo Group, in and to the Intellectual Property set forth on Schedule 2.1(a) (the “Transferred Canada Nuclear Intellectual Property”), including all right, title and interest in and to all proceeds, causes of actions and rights of recovery against Third Parties for past and future infringement, misappropriation, or other violation or impairment of such Intellectual Property, except to the extent prohibited by, or requiring any Consent under (to the extent such Consent has not been obtained), any Contract under which Canada Nuclear holds or uses such Transferred Canada Nuclear Intellectual Property. (b) Canada Nuclear shall, and shall cause any members of the RemainCo Group as applicable and necessary to, execute intellectual property assignment agreements in a form substantially similar to that attached hereto as Exhibit A, as applicable to the Transferred Canada Nuclear Intellectual Property, as well as such additional specific assignments as reasonably necessary to carry out the intent of the Parties as set forth herein (collectively, the “Intellectual Property Assignment Agreements”). All Transferred Canada Nuclear Intellectual Property is transferred subject to licenses granted in this Agreement and all other rights granted under or in connection with agreements related such Transferred Canada Nuclear Intellectual Property existing and in force as of the Effective Date, in each case subject to the terms and conditions contained in each such agreement, including, without limitation, any license agreements, any security agreements or any liens granted in and to such Transferred Canada Nuclear Intellectual Property. (c) Canada Nuclear shall deliver to Canada Thermal all Intellectual Property Assignment Agreements contemplated herein that effectuate the assignment of Transferred Canada Nuclear Intellectual Property from Canada Nuclear or any member of the RemainCo Group to Canada Thermal. Canada Thermal shall have the sole responsibility, at its sole cost and expense, to file such Intellectual Property Assignment Agreements and any other forms or documents required to record such assignments, provided, however, that upon request, Canada Nuclear shall provide reasonable assistance to Canada Thermal to record an assignment, at Canada Thermal’s sole cost and expense.
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Assignment of Transferred Intellectual Property. Upon the terms and subject to the conditions set forth in the Purchase Agreement, effective as of the Closing Date, Assignors hereby irrevocably sell, transfer, set over, convey, assign, grant and deliver to Assignee, its successors and assigns, forever, free and clear of any and all Encumbrances (other than Permitted Encumbrances), and Assignee hereby purchases, acquires and accepts from Assignors, all right, title and interest of Assignors in, to and under the Transferred Intellectual Property, including the domain name registrations and trademark registrations set forth on Schedule A attached hereto, together with all of the goodwill associated with the foregoing and all rights to s▇▇ for and obtain damages and injunctive relief for past, present and future infringement, dilution and violation of the foregoing. The Parties acknowledge and agree that the assignment of any United States intent-to-use applications included in the foregoing is in connection with the transfer of the business or assets to which such intent-to-use applications pertain.
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Assignment of Transferred Intellectual Property. The Sellers shall have executed and delivered to the Purchasers the Assignment of Transferred Intellectual Property.
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Assignment of Transferred Intellectual Property 
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Related to Assignment of Transferred Intellectual Property

  • Assignment of Intellectual Property The Executive hereby assigns to the Company or its designees, without further consideration and free and clear of any lien or encumbrance, the Executive’s entire right, title and interest (within the United States and all foreign jurisdictions) to any and all inventions, discoveries, improvements, developments, works of authorship, concepts, ideas, plans, specifications, software, formulas, databases, designees, processes and contributions to Confidential Information created, conceived, developed or reduced to practice by the Executive (alone or with others) during the Term which (i) are related to the Company’s current or anticipated business, activities, products, or services, (ii) result from any work performed by Executive for the Company, or (iii) are created, conceived, developed or reduced to practice with the use of Company property, including any and all Intellectual Property Rights (as defined below) therein (“Work Product”). Any Work Product which falls within the definition of “work made for hire”, as such term is defined in the U.S. Copyright Act, shall be considered a “work made for hire”, the copyright in which vests initially and exclusively in the Company. The Executive waives any rights to be attributed as the author of any Work Product and any “droit morale” (moral rights) in Work Product. The Executive agrees to immediately disclose to the Company all Work Product. For purposes of this Agreement, “Intellectual Property” shall mean any patent, copyright, trademark or service ▇▇▇▇, trade secret, or any other proprietary rights protection legally available.

  • Assignment of Intellectual Property Rights (a) Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s development, making or conception thereof. (b) The assignment requirement in Section 15(a) shall not apply to an invention that Executive developed entirely on Executive’s own time without using Nucor’s equipment, supplies, facilities or Secret Information or Confidential Information except for those inventions that (i) relate to Nucor’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by Executive for Nucor. (c) Executive will, within 3 business days following Nucor’s request, execute a specific assignment of title to any Developments to Nucor Corporation or its designee, and do anything else reasonably necessary to enable Nucor Corporation or its designee to secure a patent, copyright, or other form of protection for any Developments in the United States and in any other applicable country. (d) Nothing in this Section 15 is intended to waive, or shall be construed as waiving, any assignment of any Developments to Nucor implied by law.

  • Intellectual Property Assignment The Assignor assigns to the Company, its successors and assigns, for good and sufficient consideration in connection with execution of the Operating Agreement dated DATE , the entire right, title and interest in Intellectual Property and the associated rights and causes of action (as defined below) relating to the Company. Assignor’s continuing membership in the Company is also conditioned on the assignment to the Company of Assignor’s rights in respect of any Intellectual Property created by Assignor during his/her term of membership in the Company.

  • Registered Intellectual Property Section 3.16(a) of the Company Disclosure Letter sets forth a true, correct and complete list of (i) all Company Registered Intellectual Property and identifying for Company Registered Intellectual Property: (A) the jurisdiction in which such item of Company Registered Intellectual Property has been registered or filed and the applicable application, registration or serial number and date; and (B) the record owner and, if different, the legal owner and beneficial owner (and if any other Person has an ownership interest in such item of Company Registered Intellectual Property, the identity of such other owner and nature of such ownership interest) and (ii) all internet domain names registered by the Acquired Companies, including the domain name registrar. As of the date of this Agreement, the Company and its Subsidiaries have maintained all material Company Registered Intellectual Property in the ordinary course consistent with reasonable business practices, and has used reasonable business judgement in its prosecution, maintenance, and abandonment of Company Registered Intellectual Property. The Company Registered Intellectual Property is subsisting and, to the Knowledge of the Company, not invalid or unenforceable. Without limiting the generality of the foregoing, except as would not reasonably be expected to have a Company Material Adverse Effect: (i) with respect to each item of Company Registered Intellectual Property, all necessary: (A) fees, payments and filings have been timely submitted to the relevant Governmental Authority or domain name registrar; and (B) other actions have been timely taken, in the case of each of clauses “(A)” and “(B),” to maintain each such item of Company Registered Intellectual Property in full force and effect; and (ii) no Legal Proceeding is pending or, to the Knowledge of the Company, threatened, in which the ownership, scope, validity or enforceability of any Company Intellectual Property is being, has been, or would reasonably be expected to be contested or challenged. Except as would not reasonably be expected to have a Company Material Adverse Effect, (x) all assignments, documents and instruments necessary to perfect the rights of the Company or any of its Subsidiaries in any Company Registered Intellectual Property have been duly executed and validly delivered, filed and otherwise recorded in a timely manner with the appropriate Governmental Authority, and (y) each such recording is in compliance with all applicable Laws.

  • Assignment of Rights to Intellectual Property The Executive shall promptly and fully disclose all Intellectual Property to the Company. The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Executive’s full right, title and interest in and to all Intellectual Property. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations. All copyrightable works that the Executive creates shall be considered “work made for hire”.