This Intelectual Property Assignment (hereinafter referred to as the “Assignment”) is made and entered into on todays date, the date of submission (the “Effective Date”) by and between the following parties:
The Person who agrees to, signs, and proceeds with this document
(the “Assignor”)
AND
Hannah Manufacturing LLC
a Washington Limited Liability Company (LLC)
4001 Irongate Road Suite 102
Bellingham, Washington 98226
(the “Assignee”)
WHEREAS, the Assignor is the sole and rightful owner of certain ideas, inventions, patent applications therefor and patents thereon (collectively referred to as the “Intelectual Property”) set forth in Exhibit A attached hereto; and
WHEREAS, the Assignee desires to purchase or acquire the Assignor’s right, title, and interest in and to the Patents; and
WHEREAS, the Assignor and Assignee are both duly authorized and capable of entering into this Assignment.
NOW, THEREFORE, for valuable consideration, the receipt of which is acknowledged, the parties hereto agree as follows:
1. ASSIGNMENT.
The Assignor does hereby sell, assign, transfer and set over to Assignee 100% of its right, title, and interest in the Intelectual Property to Assignee for the entire term of the Patents and any reissues or extensions and for the entire terms of any patents, reissues or extensions that may issue from foreign applications, divisions, continuations in whole or part or substitute applications filed claiming the benefit of the Intelectual Property. The right, title, and interest conveyed in this Assignment is to be held and enjoyed by Assignee and Assignee’s successors as fully and exclusively as it would have been held and enjoyed by Assignor had this assignment not been made.
The Assignor authorizes United States Patent and Trademark Office and any other applicable jurisdictions outside the United States to record the transfer of the Intelectual Property and/or patent applications to Assignee as recipient of Assignor’s right, title and interest therein.
2. WARRANTY.
Assignor warrants that Assignor is the legal owner of all right, title and interest in the Intelectual Property, that the Intelectual Property has not been previously pledged, assigned, or encumbered and that this Assignment does not infringe on the rights of any person.
3. GOVERNING LAW.
This Assignment is governed by, and is to be construed in accordance with the laws of the State of South Carolina.
4. ENTIRE AGREEMENT.
This Assignment constitutes the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof.
5. SEVERABILITY.
If one or more provisions of this Assignment are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. If the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision will be excluded from this Assignment, (ii) the balance of the Assignment will be interpreted as if such provision were so excluded and (iii) the balance of the Assignment will be enforceable in accordance with its terms.
6. ADVICE OF COUNSEL.
EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT WILL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.
IN WITNESS whereof, the Assignor and Assignee have executed this Agreement as of the Effective Date.
Assignor:
By typing your name, checking the box, and proceeding forward with this submission you are agreeing that your signature and agreement has been captured.
Assignee
