Intellectual Property Agreement Template | Awesome Sign

Intellectual Property Agreement Template

Intellectual property, or IP for short, refers to a collection of intangible and tangible assets, such as patents, trademarks, copyrights, and trade practices, all of which are intended to safeguard the originality of ideas. In certain circumstances, the primary goal of a company is to develop its intellectual property as a competitive advantage. For example, Disney, a well-known entertainment firm, generates and buys intellectual property (IP) in the form of movies, theme parks, and branding. As a result, Disney is incomparably distinctive and difficult to reproduce.

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When creating an intellectual property agreement, it is essential to consider critical factors. The first factor is the type of intellectual property that will be protected. This can include trademarks, copyrights, and patents. The second factor is the parties involved in the agreement. The third factor is the duration of the contract. Finally, the fourth factor is any specific provisions that need to be included in the contract.

The type of intellectual property that will be protected should be identified in the agreement. This includes specifying which trademarks are being saved, what copyrighted works are covered, and which patents are incorporated. It is also important to note whether or not these protections are exclusive.

The parties involved in the agreement should be identified as well. This should include specifying which parties are involved in the agreement, what roles they play in it, and their relationship with one another. The contracts can determine whether there is a client-designer relationship or an employer-employee relationship.

The duration of the agreement should also be determined before signing the contract. If it is for a limited time, that should be clearly stated. If it is indefinite, then that should be clearly said as well. Provisions should also note when rights will revert to the creator if not renewed by another party.

Typically intellectual property agreements are used between two parties where one party creates the intellectual property while the other party funds its creation or distribution. One typical example of this is the client-designer relationship. This can also be an employer-employee relationship or a publisher-author relationship. It is important to note that this agreement should only be used when significant differences in bargaining power between both parties. Otherwise, it would not be valid.

A key factor when creating an intellectual property agreement is a consideration. For an idea to have commercial value and merit protection under intellectual property laws, it must have been developed independently without copying another work directly. If other ideas directly inspired the original creator, they probably don't deserve full ownership rights to their opinion. The second criterion for the protection of an idea is fixation. An idea has to be sufficiently fixed to receive legal protection such as copyright.

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Intellectual Property Agreement

  1. AGREEMENT made this ____ day of __, 20, by and between _______________________________. (“Creator”) and ______________________________. (“Licensee”).

Creator desires to license certain intellectual property to Licensee, and Licensee desires to license certain intellectual property from Creator.

The parties agree as follows:

  1. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

a. “Intellectual Property” means all trademarks, copyrights, patents and other forms of intellectual property now or hereafter existing that are protectable under applicable law.

b. “Licensed Intellectual Property” means the Intellectual Property licensed by Creator to Licensee under this Agreement.

c. “Licensing Fee” means the amount of money paid by Licensee to Creator in consideration for the license of Licensed Intellectual Property, as outlined in Section 3 below.

  1. Grant of License. Subject to the terms and conditions, Creator at this moment grants to Licensee a non-exclusive, royalty-free, worldwide license to use and exploit the Licensed Intellectual Property in any manner or media now known or hereafter devised.

  2. Licensing Fee and Term. In consideration for the license granted herein, Licensee shall pay to Creator the Licensing Fee as follows: ____. % of all gross monies derived from the exploitation of the Licensed Intellectual Property, up to a maximum total amount payable by Licensee to Creator of ___..

  3. Prohibited Uses. The parties acknowledge that they are agreeing to the transfer of valuable rights belonging to one party (Creator). As such, Licensor acknowledges that certain uses are not acceptable under this Agreement and agrees as follows: _ ____.

  4. Title; Ownership; Reservation of Rights. Creator reserves all right, title and interest in and to the Licensed Intellectual Property except for those rights expressly granted herein. Licensee acknowledges that it is acquiring only those limited rights expressly granted by this license, and no other ownership or intellectual property rights are being transferred hereunder including, without limitation, any trademark or copyright in the Licensed Intellectual Property.

  5. Warranty and Indemnity. Creator warrants that it is the sole and exclusive owner of the Licensed Intellectual Property and has full right and authority to grant the license granted herein. Licensee shall indemnify and hold harmless Creator from any and all damages,

liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of any breach by Licensee of this warranty.

  1. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of ____________., without giving effect to principles of conflicts of law. The parties agree to submit to the exclusive jurisdiction of the courts located within _____________. County, ____________. in any dispute arising out of or relating to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

Creator: ___________________________.

Licensee: _________________________.

Witness: ___________________________.

Date: _____________.