This patent application assignment is between , an individuala(n) (the "Assignor") and  , an individual a(n) (the "Assignee").

The Assignor has invented certain new and useful inventions (the "Inventions") and has applied for patents on the Inventions, which are listed on Exhibit A (collectively, the "Applications").

The Assignor wishes to transfer to the Assignee, and the Assignee wishes to purchase and receive from the Assignor, all of its interest in the Inventions and Applications.

The parties therefore agree as follows:

1. ASSIGNMENT OF APPLICATIONS.

Effective as of the Effective Date, the Assignor assigns to the Assignee, and the Assignee assumes from the Assignor, all of the Assignor's interest in the following in the following in the United States and its territories and throughout the world:

• (a) the Inventions and the Applications listed in Exhibit A;
• (b) the patent claims, all rights to prepare derivative works, goodwill, and other rights to the Inventions and the Applications;
• (c) all registrations, corresponding domestic and foreign applications, letters patents, or similar legal protections issuing on the Inventions and any divisions, continuations, continuations-in-part, and reissues of the Applications, and all rights and benefits under any applicable treaty or convention;
• (d) all income, royalties, and damages due or payable to the Assignor with respect to the Inventions and Applications, including damages and payments for past or future infringements of any patent that is issued on the Inventions and Applications; and
• (e) all rights to sue for past, present, and future infringements of the Inventions and Applications.

2. CONSIDERATION.

The Assignee shall pay the Assignor a flat fee of as full payment for all rights granted under this agreement. The Assignee shall complete this payment no later than .

3. AUTHORIZATION TO DIRECTOR.

The Assignor hereby authorizes the director of the United States Patent & Trademark Office to issue all patents and registrations that may be granted on the Inventions to the Assignee, as the assignee of the entire interest in those, for the Assignee's sole use to the full end of the term for which those patents may be granted, as fully and entirely as they would have been held by the Assignor had this assignment and sale not been made.

4. NO EARLY ASSIGNMENT.

The Assignee may not assign or otherwise encumber its rights in the Inventions, Applications, or associated registrations until it has paid to the Assignor the full consideration provided for in this assignment. Any assignment or encumbrance contrary to this provision shall be void.

5. ASSIGNOR'S REPRESENTATIONS.

The Assignor hereby represents to the Assignee that it:

• (a) is the sole owner of all interest in the Inventions and the Applications;
• (b) has not assigned, exclusively licensed, or encumbered any Invention or Application or agreed to do so;
• (c)  is not aware of any violation or infringement of any third party's rights (or any claim of a violation or infringement) by the Inventions or Applications;
• (d) is not aware of any third-party consents, assignments, or licenses that are necessary to perform under this assignment; and
• (e) was not acting within the scope of employment of any third party when conceiving, creating, or otherwise performing any activity with respect to the Inventions purportedly assigned in section 1.

The Assignor shall immediately notify the Assignee in writing if any facts or circumstances arise that would make any of the representations in this assignment inaccurate.

6. DOCUMENTATION.

The Assignor will, as soon as is reasonably possible following a request from the Assignee, provide the Assignee with a complete copy of all documentation (in any format) relating to the Inventions and Applications for the Assignee's own use, to meet record-keeping requirements of the Assignee, or to allow the Assignee to assert its rights granted pursuant to this assignment. The Assignor will also, on request and without further consideration:

• (a) execute and deliver, or cause to be executed and delivered, to the Assignee any additional papers, including any separate assignments of the Inventions or Applications, reasonably necessary to record the assignment in the United States and throughout the world;
• (b) generally do all other lawful acts reasonable and necessary to record the assignment in the United States and throughout the world; and
• (c) execute all lawful papers that may be required in connection with the filing, prosecution, and maintenance of the Applications or any other patent applications in the United States for the Inventions, including additional documents that may be required to affirm the rights of the Assignee in the Inventions.

7. NO FURTHER USE OF INVENTIONS.

After the Effective Date, the Assignor shall make no further use of the Inventions or any equivalent, except as authorized by the prior written consent of the Assignee, and the Assignor shall not challenge the Assignee's use or ownership, or the validity, of the Inventions. 

8. INDEMNIFICATION.

The Assignor shall indemnify the Assignee against:If any of the Applications or Inventions infringe on a United States patent of a third party not affiliated with the Assignee, the Assignor shall indemnify the Assignee against that claim, if all of the following are true:

• (a) any claim by a third party that the Applications, the Inventions, or their creation, use, exploitation, assignment, importation, or sale infringes on any patent or other intellectual property;(a) the Assignee promptly notifies the Assignor of that claim;
• (b) any claim by a third party that this assignment conflicts with, violates, or breaches any contract, assignment, license, sublicense, security interest, encumbrance, or other obligation to which the Assignor is a party or of which it has knowledge;(b) the Assignor controls the defense and settlement of that claim;
• (c) any claim relating to a past, present, or future use, licensing, sublicensing, distribution, marketing, disclosure, or commercialization of the Inventions by the Assignor; and(c) the Assignee fully cooperates with the Assignor in connection with its defense and settlement of that claim; and
• (d) any litigation, arbitration, judgments, awards, attorneys' fees, liabilities, settlements, damages, losses, and expenses relating to (a), (b), or (c) above.(d) the Assignee stops all creation, public use, exploitation, importation, distribution, or sales of or relating to the infringing Applications or Inventions, if requested by the Assignor.

If the Assignee is enjoined from further practice or use of any infringing Applications or Inventions or if the Assignee stops using any of the Inventions because of the Assignor's request (as described in (d) above), the Assignor shall, at its own expense:

• (a) obtain the right for the Assignee to continue to use the infringing Invention;
• (b) modify the infringing Invention to eliminate that infringement;
• (c) provide a substitute noninfringing Invention to the Assignee pursuant to this assignment; or
• (d) refund the amount paid under this assignment for the infringing Inventions gnee.

The Assignor shall have no other obligations or liability if infringement occurs, and shall have no other obligation of indemnification relating to infringement. The Assignor will not be liable for any costs or expenses incurred without its prior written authorization and shall have no obligation of indemnification or any liability if the infringement is based on (i) any modified form of the Applications or Inventions not made by the Assignor or (ii) the laws of any country other than the United States of America or its states.

9. GOVERNING LAW.

• (a) Choice of Law. The laws of the state of  govern this agreement (without giving effect to its conflicts of law principles).
• (b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in County, .
• (c) Attorneys' Fees. If either party employs attorneys to enforce any rights arising out of or relating to this assignment, the losing party shall reimburse the prevailing party for its reasonable attorneys' fees.

10. AMENDMENTS.

No amendment to this assignment will be effective unless it is in writing and signed by a party or its authorized representative.

11. ASSIGNMENT AND DELEGATION.

• (a) No Assignment. Neither party may assign any of its rights under this assignment, except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection.
• (b) No Delegation. Neither party may delegate any performance under this assignment, except with the prior written consent of the other party.
• (c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void.

12. COUNTERPARTS; ELECTRONIC SIGNATURES.

• (a) Counterparts. The parties may execute this assignment in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
• (b) Electronic Signatures. This assignment, agreements ancillary to this assignment, and related documents entered into in connection with this assignment are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.

13. SEVERABILITY.

If any one or more of the provisions contained in this assignment is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this assignment, but this assignment will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this assignment to be unreasonable.

14. NOTICES.

• (a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this assignment shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this assignment: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
• (b) Addresses. A party shall address notices under this section to a party at the following addresses:
• If to the Assignor: 

• If to the Assignee: 

• (c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.

15. WAIVER.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this assignment will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

16. ENTIRE AGREEMENT.

This assignment constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement about the subject matter of this assignment. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this assignment are expressly merged into and superseded by this assignment. The provisions of this assignment may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this assignment by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this assignment. Except as set forth expressly in this assignment, there are no conditions precedent to this assignment's effectiveness.

17. HEADINGS.

The descriptive headings of the sections and subsections of this assignment are for convenience only, and do not affect this assignment's construction or interpretation.

18. EFFECTIVENESS.

This assignment will become effective when all parties have signed it. The date this assignment is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this assignment.

19. NECESSARY ACTS; FURTHER ASSURANCES.

Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this assignment contemplates or to evidence or carry out the intent and purposes of this assignment.

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Each party is signing this agreement on the date stated opposite that party's signature. 

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EXHIBIT A
LIST OF APPLICATIONS

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FORM OF RECORDABLE PATENT APPLICATION ASSIGNMENT

For good and valuable consideration, the receipt of which is hereby acknowledged, between , an individuala(n) (the "Assignor") and , an individual a(n) (the "Assignee") all of the Assignor's interest in the Assigned Patent Applications identified in Attachment A to this assignment, and the Assignee accepts this assignment.

Each party is signing this agreement on the date stated opposite that party's signature.

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ATTACHMENT A
ASSIGNED PATENT APPLICATIONS