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Copyright Assignment and Release Agreement
This assignment is made this 11th day of August, 2021, from a resident of (the
“Assignor”) in favor of (the “Assignee”).
Recitals
Whereas, the Assignee and the Assignor have entered into an Agreement of Purchase and
Sale effective as of ___________________________ (the “Purchase Agreement”), providing for
the sale to the Assignee of certain of the Assignor’s assets and the assumption by Assignee
of certain of Assignor’s liabilities associated with Assignor’s
Whereas, pursuant to the Purchase Agreement, the Assignor has agreed to sell, transfer
and assign to the Assignee and the Assignee has agreed to purchase from the Assignor all
of Assignor’s right, title and interest in, to, and under the copyrights set forth on Exhibit A
attached hereto and made a part hereof (the “Copyrights”), which copyrights are or have
the ability to be registered in the United States Copyright Office.
Now, therefore, in consideration of the premises, and for other consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Assignor’s Title to Copyrights
Assignor represents and warrants to Assignee that Assignor is the owner of all rights in
and to the Copyrights described in Exhibit A attached hereto and made a part hereof, and
is the sole proprietor of the copyright therein. Assignor further represents and warrants
that each of the Copyrights is a valid and subsisting copyright.
2. Assignment
Assignor does hereby sell, assign and transfer to the Assignee, its licensees, successors
and assignees, Assignor’s entire right, title and legal and equitable interests in, to, and
under the Copyrights, together with the Copyright Registrations obtained therefor set
forth on Exhibit A attached hereto and made a part hereof, and any renewals or
extensions of such Copyright Registrations, and together with all rights to sue
and recover for any past infringements of any of the Copyrights, the same to be held and
enjoyed by, the said Assignee for its own use and behalf and for its successors and assigns.
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3. Waiver of Rights
By this assignment, Assignor renounces and waives any and all rights it may have to limit
the use, distribution, modification, licensing or sale of the subject matter of the Copyrights
by Assignee or its licensees, successors, or assignees, or to receive any compensation
whatsoever by reason of any use, distribution, modification, licensing or sale of the subject
matter of the Copyrights by Assignee, its licensees, successors or assignees.
4. Further Actions by Assignor
The Assignor further agrees that, on request and without further consideration (but at the
expense of the Assignee), the Assignor will communicate to the Assignee, or its
representatives, all facts known to it respecting the Copyrights, testify in any legal
proceedings, sign all lawful papers, execute all applications, make all rightful oaths, and
generally do everything possible to aid the Assignee, its successors, assigns and nominees,
to obtain and enforce proper protection for the Copyrights in the United States and all
countries foreign thereto, and to vest the entire right, title and interest in and to the
Software and all associated documentation in the Assignee.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
Assignee
Assignor
By
Name:
By
Name:
_____