patent transfer contract

Article 1

Subject

This agreement (hereinafter referred to as the Agreement) is entered into by Party A (hereinafter referred to as the Patentee) and Party B (hereinafter referred to as the Transferee) for the purpose of transferring and assigning the Patent Rights (as defined in Section 2 below) owned by Party A to Party B.

Article 2

Definitions

2.1 The term Patent Rights shall refer to any national patents or applications for patent, utility models, designs and supplementary protection certificates owned by Party A.

2.2 The term Asset shall refer to any specimens, drawings, diagrams, models, identification documents and other materials related to the Patent Rights.

Article 3

Transfer of the Patent Rights

3.1 Party A hereby unconditionally transfers, assigns and conveys to Party B all of its right, title and interest in and to the Patent Rights.

3.2 Party A hereby agrees to execute any and all documents, deeds, instruments and agreements that Party B considers necessary or desirable to give full effect to the transfer and assignment of the Patent Rights to Party B.

3.3 Party A hereby represents and warrants to Party B that it has the full authority, power and right to grant and transfer the Patent Rights to Party B.

Article 4

Asset Transfer

4.1 Party A shall transfer the Asset to Party B within thirty (30) days after the execution of this Agreement.

4.2 Party B shall, at its own expense, bear all risks and costs associated with the transfer and receipt of the Asset.

Article 5

Expenses

All the costs and expenses incurred in connection with the transfer and assignment of the Patent Rights, including but not limited to any legal or patent related fees or costs, shall be borne solely by Party B.

Article 6

Payment

Party B shall pay to Party A a consideration in the amount of twenty thousand U.S. dollars (US$20,000) for the transfer and assignment of the Patent Rights. The payment shall be made within seven (7) days after the execution of this Agreement.

Article 7

Representations and Warranties

7.1 Both Parties hereby represent and warrant to each other that: (i) they are each a duly organized and validly existing business entity, (ii) they are each authorized to enter into this Agreement, and (iii) they shall perform their obligations hereunder in accordance with the terms of this Agreement.

7.2 Party A hereby represents and warrants that it is the lawful owner of the Patent Rights and no other person or entity has any right, title, or interest in and to the Patent Rights.

7.3 Party A hereby represents and warrants to Party B that the Asset has not been subjected to any unlawful, unauthorized or improper use, exploitation or disposal and that none of the components of the Asset is illegal or has been created or obtained by illegal means.

Article 8

Governing Law

8.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

8.2 Any dispute arising out of or in connection with this Agreement shall be submitted to the competent court in the District of Dallas.

Article 9

Miscellaneous

9.1 This Agreement contains the entire agreement between the Parties with respect to the subject hereof, and any prior representations, agreements and understandings between the Parties are hereby terminated and cancelled.

9.2 If either Party fails to comply with any term or condition of this Agreement, the other Party may terminate this Agreement upon written notice to the non-complying Party.

9.3 Neither Party shall be liable for any failure of performance of its obligations under this Agreement due to any cause beyond its control, including but not limited to Acts of God, weather conditions, war, strikes, labor disputes, and any law, regulation or action of any government.

9.4 The heading of each section of this Agreement is included for convenience only and shall not affect the interpretation of any term or condition hereof.

9.5 No waiver of any rights or obligations of either Party shall be effective unless it is in writing and duly executed by each Party. No waiver shall be deemed or construed to be a waiver of any subsequent breach or of any different term or condition.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be entered into and duly executed as of the day first above written.

Party A

Party B

This Contract is made on [date] between [Patent Owner] (hereinafter referred to as the “Owner”) of the one part, and [Patent Transferee] (hereinafter referred to as the “Transferee”) of the other part.

WHEREAS, Patent Owner owns all rights, title, interest, and claim to certain patent and patent application, including patent [name] being numbered [number], and

WHEREAS, Patent Transferee desires to acquire said patent and patent application from Patent Owner,

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree to the following terms:

1. Transfer of Rights: The Owner shall transfer and assign all of the rights, title, interest and claim, now owned or hereafter acquired, to the patent and patent application described above, including the right to sue for past, present and future infringement, to the Transferee.

2. Payment: The Transferee agrees to pay to the Owner the sum of [Amount] as full consideration for the patent and patent applications.

3. Delivery: The Owner shall execute any and all documents necessary to transfer title and ownership, and will obtain and deliver assignment documentation from all parties, who now or hereafter have any interest in the patent and patent applications, to Transferee.

4. Limited Warranty: The Owner represents that it owns all rights, title, and interests in and to the patent and patent applications, and that it has full right, power, and authority to enter into this Contract and carry out the terms and provisions hereof.

IN WITNESS WHEREOF, the parties have executed this Contract at [place] on [date].

Signature of Patent Owner: ____________________________

Signature of Patent Transferee: ____________________________