英文专利转让合同范本

英文专利转让合同范本
PATENT ASSIGNMENT AGREEMENT
This Patent Assignment Agreement (the "Agreement") is made and entered into as of [Date], and between [Assignor's Name], a [Assignor's Entity Type], having a principal place of business at [Assignor's Address] ("Assignor"), and [Assignee's Name], a [Assignee's Entity Type], having a principal place of business at [Assignee's Address] ("Assignee").
RECITALS:
WHEREAS, Assignor is the owner of certn patent rights (the "Patent Rights") covered United States Patent Application Serial No. [US Patent Application Serial Number], filed on [Filing Date], and any and all patents issuing therefrom (collectively, the "Patents");
WHEREAS, Assignor desires to assign and transfer to Assignee, and Assignee desires to acquire from Assignor, all of Assignor's right, , and interest in and to the Patent Rights, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contned herein, the parties hereto agree as follows:
1. Assignment of Patent Rights: Assignor here assigns, transfers, conveys, and sets over to Assignee, and its successors and assigns, all of Assignor's right, , and interest in and to the Patent Rights, including all causes of action for past, present, and future infringement thereof, and all other rights and remedies pertning thereto, subject to the terms and conditions set forth herein.
2. Consideration: In consideration for the assignment of the Patent Rights, Assignee shall pay to Assignor the sum of [Amount] (the "Purchase Price"), which shall be pd in accordance with the payment schedule set forth in Exhibit A attached hereto.
3. Representations and Warranties of Assignor: Assignor represents and warrants to Assignee that:
(a) Assignor is the sole and exclusive owner of the Patent Rights, and has not assigned, transferred, conveyed, encumbered, or otherwise disposed of any of the Patent Rights to any other person or entity;
(b) Assignor has the full right, power, and authority to execute and deliver this Agreement and to perform its obligations hereunder;
(c) The execution, delivery, and performance of this Agreement Assignor does not conflict with or violate any law, regulation, order, judgment, or decree applicable to Assignor, or any agreement to which Assignor is a party;
(d) The Patents are valid and enforceable, and Assignor has not received any notice of any clm, action, or proceeding, pending or threatened, challenging the validity or enforceability of any of the Patents;
(e) To the best of Assignor's knowledge, there are no clms, actions, or proceedings pending or threatened agnst Assignor, and there are no judgments, orders, decrees, or settlements outstanding agnst Assignor, in any way affecting or relating to the Patent Rights.
4. Representations and Warranties of Assignee: Assignee represents and warrants to Assignor that:
(a) Assignee has the full right, power, and authority to execute and deliver this Agreement and to perform its obligations hereunder;
(b) The execution, delivery, and performance of this Agreement Assignee does not conflict with or violate any law, regulation, order, judgment, or decree applicable to Assignee, or any agreement to which Assignee is a party;
(c) Assignee is a sophisticated party with knowledge and experience in the patent field, and is entering into this Agreement with full knowledge of the nature and scope of the Patent Rights.
5. Further Assurances: Assignor agrees to execute and deliver such further instruments and documents and to take such further actions as may be necessary or desirable to effectuate, confirm, and evidence the assignment of the Patent Rights to Assignee and the transactions contemplated this Agreement.
6. Governing Law: This Agreement shall be governed and construed in accordance with the laws of the State of [Governing Law State], without giving effect to principles of conflicts of law.
7. Dispute Resolution: Any dispute, clm, or controversy arising out of or relating to this Agreement or the transactions contemplated here shall be resolved through binding arbitration conducted in accordance with the rules of the [Arbitration Association], and the decision of the arbitrator(s) shall be final and binding upon the parties hereto.
8. Entire Agreement: This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Patent Assignment Agreement as of the date first above written.
ASSIGNOR:
By: __________________________
Name:
Title:
Date:
ASSIGNEE:
By: __________________________。