IP ASSIGNMENT AND LICENSE AGREEMENT
This IP assignment and license agreement (the Agreement) is dated [...] and is between [Company's
name], registry code: [...], address [...], e-mail address [...] (the Company) and [insert IP owner's name],
personal identification code: [...], address [...], e-mail address [...] (the Assignor) (collectively the Parties,
each a Party). This Agreement comprises the Outlined Terms in Section 1, the Detailed Terms in Section
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1. OUTLINED TERMS
1.1. Object of Agreement
The object of this Agreement is Intellectual Property Rights to Work Results.
For these purposes “Work Results” mean all objects that have been, or will, in the future, be made,
developed, created or otherwise acquired by the Assignor (i) during his Professional Relationship with the
Company and in connection therewith and/or (ii) by way of using the equipment, facilities, assets, know-
how and information of the Company and/or (iii) in any other way for the business and/or for the Company,
including those with respect to which patent registrations or other registrations or means of protection will
be obtained in the future. The Work Results include the items specified in Schedule 1.
“Professional Relationship” means an employment relationship, management board member service
relationship or other service relationship (e.g., consultancy, advisory relationship, relationship from
contract for works) between the Assignor and the Company, regardless of the form and validity of the
agreement on which that relationship is based. For the sake of clarity, Professional Relationship also
includes any activities of the founders that are relevant to the Company’s business even if such activities
have been conducted before the Company was established.
“Intellectual Property Rights” or “IPR” mean all intellectual and industrial property rights and similar
rights of whatever nature anywhere in the world whether currently existing or coming into existence at
some future time and all rights pertaining thereto, whether recorded or registered in any manner or
otherwise, including (but not limited to) any copyrights and related rights, industrial design rights and other
design rights, registered designs, patents, utility models, inventions (whether or not patentable),
trademarks, service marks, database and software rights, rights to layout-designs of integrated circuits,
trade secrets, know-how, confidential information, business names, trade names, brand names, domain
names and all other legal rights anywhere in the world protecting such intangible property including, where
applicable, all renewals, extensions and applications for registration, the right to apply for registration and
the right to sue for damages for past and then-current infringement in respect of any of the same.
1.2. Transfer of IPR to Work Results
The Assignor hereby assigns to the Company, without separate consideration, all IPR to all Work Results.
All such IPR are deemed automatically transferred to the Company from the moment of their creation for
the whole period of validity of the respective IPR, in all territories of the World and all Universe.
1.3. License of IPR to Work Results
To the extent it is impossible as a matter of law to transfer the IPR specified in Section 1.2 to the
Company, the Assignor hereby grants to the Company, to the maximum extent possible under law, an
exclusive, transferable, fully paid-up, world-wide and unlimited right (license) to use (including by means of
sublicensing), exploit and exercise such IPR for the whole period of their validity.
1.4. Other clauses
Company’s right to The Company is entitled to use, license or sublicense all rights assigned or
license licensed to it under the Agreement at its own discretion without any time,
territorial or other restrictions.
Company’s right to The Company is entitled to apply for the registration (in any part of the
register world) of a patent, a utility model, industrial design right, trademark or any
other industrial property right or any other type of registrable right with
respect to any Work Results.
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Assignor’s waiver The Assignor hereby waives all his current and future rights and claims to
demand any income, compensation or other payment in connection with the
Work Results, including right to demand any income, compensation or other
payment on the account of any income or consideration receivable in
connection with any invention or utility model being part of the Works
Results.
Assignor’s refrainment The Assignor shall exercise his rights in a way that does not hinder the
Company in exercising the rights that have been transferred or licensed to it
hereunder. The Assignor shall not use the Work Results and not exploit any
rights that have been transferred or licensed to the Company hereunder in
any way other than (a) for performing his obligations to the Company or (b)
in any manner expressly approved by the Company in writing in advance.
Perfection Actions At the request of the Company the Assignor shall take all necessary actions
to transfer the title to the IPR specified in Section 1.2 to the Company, and
do all such acts as may be necessary or proper to obtain the acceptance of
any applications for such IPR and for procuring the grant of such IPR
pursuant to any such applications as well as for the registration of the
Company as the sole proprietor of such IPR.
Third party challenges If the validity of any IPR specified in Section 1.2 is challenged on any point
upon which the Assignor has or can procure information or advice, which
may assist in meeting and defeating or reducing the effect of such
challenge, the Assignor shall supply or procure the supply of such
information and/or advice without unreasonable delay.
1.5. The Assignor hereby warrants to the Company that:
If the Work Results contain elements that are subject to the intellectual property rights of any third
party or to a non-exclusive licence granted by the Assignor to a third party ("Foreign Elements”),
the Assignor presents to the Company full information about the Foreign Elements in a form which
can be reproduced in writing. If there is a need to add Foreign Elements to the Work Results, then
the Assignor does not incorporate such Foreign Elements into the Work Results without the prior
consent of the Company. The consent must be in a form which can be reproduced in writing.
Except for the Foreign Elements, the Assignor is the owner of the IPR which are transferred or
licensed to the Company hereunder, or is otherwise authorised to assign or license the IPR to the
Company.
Nothing in such IPR infringes the Intellectual Property Rights of any third party.
The Assignor has not made any agreement or assumed any obligation concerning such IPR which
will or might conflict with the transfer or license of rights hereunder.
The Assignor is not a party to non-disclosure or other agreement with any party that would restrict
the utilization of the rights transferred or licensed to the Company hereunder.
2. DETAILED TERMS
2.1. Irrevocable, exclusive and unconditional nature
All transfers, licenses and waivers given or made under this Agreement are exclusive irrevocable
and unconditional by nature.
2.2. Scope of transfer
2.2.1. The assignment of IPR to Work Results by the Assignor to the Company under the Outlined Terms
includes the transfer to the Company of all author’s economic rights (as defined in the copyright
laws), for all existing, known and/or future modes of use, with respect to any Work Results.
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2.2.2. By such transfer the Assignor grants the Company also the right to apply for the registration, in
any part of the world, of a patent or a utility model or an industrial design or any other type of
registrable right with respect to any Work Results. and to become the unrestricted owner of such
rights.
2.3. Moral rights
2.3.1. The Assignor agrees to execute his moral rights in the following way:
right of authorship: the Assignor shall not appear in the public as the creator of the Work
Results and claim the recognition of the fact of creation of the Work Results without the prior
written approval of the Company;
right of author’s name: the Assignor agrees that the Company has the right to decide
whether and in which manner to designate the author’s name in the use of the Work Results,
including the right to use the Work Results without showing the author’s name;
right of integrity: the Assignor agrees that the Company has the right to make itself and allow
any other person to make any changes, modifications, developments and translations to the
Work Results without any further consent of the Assignor required; the Assignor shall not
make changes to the Work Results, except as may be required to perform his obligations to
the Company.
2.4. Remuneration
The Assignor confirms that he has received all payments and remuneration for the transfer of the
Intellectual Property Rights and for granting the license under this Agreement in the course of the
Professional Relationship. The Assignor confirms that such payments and remuneration have
been reasonable and the Assignor shall not be entitled to any payments or remuneration for the
transfer of the Intellectual Property Rights and for the provision of the License under this
Agreement now or in the future.
2.5. Liability
If any Party breaches, fails to perform or improperly performs obligations under this Agreement
and / or in case any representation provided for in this Agreement turns out to be untrue, the Party
in breach of this Agreement must compensate the other Party for all the loss incurred thereby in
connection with a relevant breach of the Agreement.
2.6. No effect by termination
The termination of the Professional Relationship (irrespective of the reason) shall not in any way
affect the validity of transfers made and licensed given under this Agreement.
2.7. Amendments
Any amendments to this Agreement are valid only if made in writing.
2.8. Entire agreement
2.8.1. This Agreement constitute the full and entire understanding and agreement between the Parties
regarding the subjects hereof and supersedes any agreement or understanding between the
Parties prior to signing of this Agreement.
2.8.2. If any provision of this Agreement is held to be invalid, all other provisions will remain in full force
and will not in any way be impaired. The Parties agree to replace the invalid provision by a valid
provision, which shall best reflect the Parties’ original intention and shall to the maximum extent
possible achieve the same economic result.
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2.9. Rules of interpretation
2.9.1. If there is a conflict between the Detailed Terms and the Outlined Terms, then the Outlined Terms
shall prevail.
2.9.2. References to the word “include” or “including” (or any similar term) are not to be construed as
implying any limitation and general words introduced by the word “other” (or any similar term) shall
not be given a restrictive meaning because they are preceded or followed by words indicating a
particular class of acts, matters or things.
2.9.3. Except where the context specifically requires otherwise, words importing one gender shall be
treated as importing any gender, words importing individuals shall be treated as importing
corporations and vice versa, words importing singular shall be treated as importing plural and vice
versa, and words importing the whole shall be treated as including a reference to any part thereof.
2.10. Governing law and jurisdiction
2.10.1.This Agreement shall be governed by and construed in accordance with the laws of the Republic
of Lithuania.
2.10.2.In case of any disputes resulting from this Agreement the Parties shall make an effort to settle the
dispute peacefully. If the Parties fail to reach an agreement within 30 (thirty) days, the dispute shall
be settled by the courts of Company’s registered office place.
PARTIES’ SIGNATURES:
On behalf of the Company: The Assignor:
________________________________ ________________________________
[Title, Name, Surname] [Name, Surname]
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Schedule 1
(Non-exhaustive) List of Work Results
