INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
This Intellectual Property Contribution and Assignment Agreement (the “Agreement”) is made as the result of uploaded files (the “Story’) between Thomas Woodland Publishing Group, LLC (the “Publishing House”), and the person uploading the files (the “Assignor”), regarding the assignment of Assignor’s intellectual property rights to material that may be published in the Publishing House’s book, “Gone Dogs.” (the “Book.”)
- Intellectual Property Assignment. The Assignor hereby assigns to the Publishing House, its successors and assigns, for good and sufficient consideration, the entire right, title and interest in and to the Story, (a) Intellectual Property (as defined below) relating to the Publishing House (b) any and all Intellectual Property Rights claiming or covering such intellectual property and (c) any and all causes of action that may have accrued to the undersigned in connection with such Intellectual Property and/or Intellectual Property Rights. Assignor will retain the rights to post the Intellectual Property to their personal blog or website, but may not assign that right to another party or sell the rights to post the Intellectual Property on another website.
- Intellectual Property Definition. “Intellectual Property” means any and all intellectual property and tangible embodiments thereof, including without limitation, copyrights and trademarks to the Story.
- Intellectual Property Rights Definition. “Intellectual Property Rights” means, collectively, all rights in, to and under patents, trade secret rights, copyrights, trademarks, service marks, trade dress and similar rights of any type under the laws of any governmental authority, including without limitation, all applications and registrations relating to the foregoing.
- Compensation. Assignor will receive two (2) copies of the finished Book as compensation for the assignment of Assignor’s intellectual property.
- Prior Inventions. The Assigned has listed in Exhibit B, all inventions, original works of authorship, developments, improvements, and trade secrets which were made by the Assignor prior to the date hereof, (collectively, the “Prior Inventions”), which belong to the Assignor, which relate to the Publishing House proposed or current business, products or research and development, and which are not being assigned to the Publishing House; or if no such list is attached, the Assignor represents that there are no such inventions. In the event that any Prior Inventions are listed on Exhibit B, the Assignor hereby grants to Publishing House a present, non-exclusive, royalty free, irrevocable, perpetual, world-wide license to make, have made, sublicense, modify, use and sell such Prior Invention as part of or in connection with the Publishing House’s products and technology currently under development or in production. 6. Further Assurances. The Assignor agrees to execute any and all papers and documents, and take such other actions as are reasonably requested by the Publishing House, to evidence, perfect, defend the foregoing assignment and fully implement the Publishing House’s proprietary rights in the subject matter assigned hereunder, such as obtaining and enforcing copyrights, patents or trademarks and to fully cooperate in the prosecution, enforcement and defense of such proprietary rights. The Assignor further agrees that if the Publishing House is unable, for any reason, to secure signatures to apply for or to pursue any application for any patent, copyright, trademark or other proprietary right covering any Intellectual Property assigned to the Publishing House above, then the Assignor hereby irrevocably designates and appoints the Publishing House its duly authorized officers and agents as the Assignor’s agent and attorney-in-fact, to act for and in the Assignor’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, trademarks and other registrations thereon with the same legal force and effect as if executed by the Assignor.
- Representations and Covenants. The Assignor represents and warrants that (i) the Assignor is the owner of the entire right, title and interest in and to the Intellectual Property, (ii) the Assignor has the sole right and authority to enter into this Agreement and grant the rights hereunder, (iii) the Assignor has not previously granted any rights or licenses in the Intellectual Property, (iv) the Assignor does not own or have the right to license any other Intellectual Property that is related to the conduct of the Publishing House’s business, (v) the Assignor is not obligated under any consulting agreement, employment agreement, or other agreement or obligation that conflicts with, or would prevent the Assignor from fully performing the Assignor’s obligations under this Agreement and the Assignor shall not enter into any such agreement or obligation during the period of the Assignor’s independent contractor agreement with Company; (vi) there is no action, investigation, or proceeding pending or threatened, or any basis for any of the foregoing known to the Assignor, involving the Assignor’s prior employment, the Assignor’s prior work for third parties as an independent contractor, or the Assignor’s use of any information or inventions of any former employer or third party; and (vii) the performance of the Assignor’s duties under this Agreement and the Assignor’s duties with the Publishing House will not breach, or constitute a default under, any agreement to which the Assignor is bound, including any agreement limiting the use or disclosure of proprietary information acquired prior to the Assignor’s employment with the Publishing House.
- Governing Law and Venue. This Agreement and actions taken hereunder shall be governed by, and construed in accordance with the laws of the State of North Carolina and applied without regard to conflict of law principles. The appropriate venue for any suit related to this agreement will be exclusively tied to the Superior Court of North Carolina, located in Mecklenburg County, North Carolina.
- Entire Agreement. This Agreement, including the exhibits, schedules, and other documents and instruments referred to herein, embodies the entire agreement and understanding of the parties hereto in respect of the subject matter s contained herein. This Agreement supersedes all prior oral or written agreements and understanding between the parties with respect to such subject matter.
- Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or on the third day after being deposited in the United States mail, certified, with postage paid, addressed as follows:
Thomas Woodland Publishing Group LLC
James Mitchem, CEO
PO BOX 5072
Charlotte, NC 28299
CITY, STATE, ZIP CODE:
- Amendment. This Agreement may be modified or amended, if the amending is made in writing and signed by both parties.
- Severability. If any provisions of this Contract shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would be valid or enforceable, then such provision shall be deemed to be written, construed, and enforces as so limited.
- Dispute Resolution. Before proceeding with any court action, the Parties must first participate in mediation of any dispute arising under this Agreement (whether contract, tort, or both.) The mediator shall be a retiring judge or practicing attorney agreed upon by both Parties in good faith, and Mediation shall be held in Mecklenburg County, North Carolina. The cost of the mediation shall be borne by the Parties equally. At least seven (7) business days before the date of the mediation, each side shall provide the mediator with a statement of its position and copies of all supporting documents. Each Party shall send to the mediation a person who has authority to bind the Party. If the subject dispute will involve third parties, such as insurers, subcontractors, agents or Contractors, they shall also be asked to participate in the mediation. If a Party has participated in the mediation and is dissatisfied with the outcome, that Party may bring suit after mediation has been deemed complete. If any Party commences a proceeding based on a dispute or claim to which this section applies without first attempting to resolve the matter through mediation, then in the discretion of the judge, that party shall not be entitled to recover attorneys’ fees even if they would otherwise be available to that Party in such proceeding.
- Attorney’s Fees. If either Party brings any legal action arising out of any provision of this Agreement against the other Party, the prevailing Party in the litigation shall be entitled to recover reasonable attorney’s fees from the other Party, in addition to any other relief that may be granted to such Prevailing Party.
- Counterparts. This Agreement may be executed in any number of counterparts and each such counterpart shall be deemed to be an original instrument.
- Binding Effect. This Agreement shall be binding upon and insure to the benefit of the Parties, their respective heirs, legal representatives, administrators, successors-in-interest and assigns.
- Read and Understood. Each Party acknowledges that it has read, and that it understands this Agreement and agrees to be bound by its terms.
- Assignment. Neither Party may assign the other’s rights either in whole or in part without the other Party’s prior written consent. Any attempted assignment without such consent will be void.
WHEREFORE, the Parties have entered into this Agreement as of the date that the Story is submitted.