Copyrights

PATENT ASSIGNMENT

This Patent Assignment (the "Agreement") is made and effective the [Date].

BETWEEN: [ASSIGNOR NAME] (the "Assignor"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:

AND: [ASSIGNEE NAME] (the "Assignee"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:

WHEREAS, Assignor, has invented a certain new and useful invention (the "Invention") and Assignor holds a patent related thereto, both of which are described in Exhibit A (the "Patent"); and

WHEREAS, Assignee, wishes to acquire the entire rights, title, and interest in the Invention and the Patent;

NOW, the parties agree as follows:

1. Assignment

Assignor does hereby irrevocably assign to Assignee all rights, title, and interest (including but not limited to, the patent claims, all rights to prepare derivative works, all goodwill and all other rights), in and to the Patent and the Invention.

2. Consideration

In consideration for the assignment set forth in Section 1, Assignor shall pay Assignee the sum of [amount], payable on [Date].

3. Representations and Warranties

Assignor represents and warrants to Assignee: (a) Assignor has the right, power and authority to enter into this Agreement;
(b) Assignor is the exclusive owner of all right, title and interest, including all intellectual property rights, in the Invention and the Patent;
(c) The Invention and Patent are free of any liens, security interests, encumbrances or licenses;
(d) The Invention and Patent do not infringe the rights of any person or entity;
(e) There are no claims, pending or threatened, with respect to Assignor's rights in the Invention and Patent;
(f) This Agreement is valid, binding and enforceable in accordance with its terms; and
(g) Assignor is not subject to any agreement, judgment or order inconsistent with the terms of this