Assignor hereby assigns to Assignee and Assignee hereby accepts such assignment of any and all intellectual properties created during the term of this agreement by Assignor. Intellectual property shall include, among other things, patented material, copyrightable material, trademark material, or any such similar inventions, creations, devices, etc.

Assignor hereby relinquishes and grants to Assignee any and all rights, title or interest that Assignor may have, may possess, or may become legally entitled to in the property hereinabove described and assigned by Assignor to Assignee.

Assignor warrants and specifies that it has all rights title and interest to the property as hereinabove described, and that the transfer thereof to Assignee violates no federal, state, or other laws, but that the property belongs exclusively and solely to Assignor.

Assignor agrees to hold Assignee harmless and free and clear of any and all disputes, contests, infringement actions, or other legal attacks upon the property assigned by Assignor to Assignee as hereinabove described.

In consideration of this assignment, Assignee agrees to pay Assignor a one time lump sum of $------ payable on 'UPON EXECUTION'.

This agreement shall continue unless otherwise terminated, until __________, 20 _.

In addition to the above, this agreement may be terminated upon the mutual consent of the parties in writing. Both parties must consent to the termination. Upon such termination, any and all federal, state, or other rights that have been assigned hereunder shall revert immediately to Assignor.

Any dispute that arises hereunder shall be resolved by arbitration pursuant to the rules of the American Arbitration Association or the rules of ________.

In the event that litigation is commenced to enforce any of the terms of this agreement, the prevailing party in the litigation (whether by court or arbitration) shall be entitled to the costs thereof, including reasonable attorneys' fees.

This agreement constitutes the entire agreement between the parties hereto concerning the subject matter hereof, and this agreement shall be interpreted pursuant to the laws of the state of ______.

EXECUTED this ___________ day of ____________, 20__, at ____________________.

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Assignor

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Assignee