Assignment of Pre-Employment Works Template

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ASSIGNMENT OF PRE-EMPLOYMENT WORKS

This Assignment is made and effective this [EFFECTIVE DATE] by and between [NAME], (hereinafter referred as the “Assignor”) located at [ADDRESS] and [NAME 1], (hereinafter known as the “Assignee”) with its main office at [ADDRESS 1].

WHEREAS,

The Assignor and the Assignee have mutually agreed to enter into this Employment relationship for their mutual benefit.
As a condition for the employment or continuing employment, the Assignor is required to enter into this Agreement on the Assignment of Pre-Employment Works. 

NOW, WHEREFORE, In consideration of the mutual agreements and covenants stipulated herein, the parties agree as follows:

Article I. Interpretation and Construction

SECTION 1. The terms used in this Assignment shall be understood in the manner they are taken in the context of this Assignment. A term may be differently understood from its general use when a specific provision provides for the same. Any ambiguity as to the interpretation of the clauses herein shall be resolved in favor of the validity of the stipulations stated in this Assignment. 

SECTION 2. Unless the stated otherwise, the following shall be observed:

A singular term shall refer to include its plural form;
A technical term shall be understood in its technical sense.

Article II. Assignment

SECTION 1. The Assignor voluntarily grants, transfers, conveys and assigns to the Assignee, its assigns and successors-in-interest all the rights, title and interest in the work and materials subject of this Assignment. This Assignment includes any patents, copyrights, trade secrets as well as licenses of the said works.

Article III. Compensation

SECTION 1. The grant, transferring, conveyance and assignment of the rights, title and interest on the works of the Assignor shall entitle it to a full payment [INSERT AMOUNT OF MONEY] payable on [INSERT DATE].

SECTION 2. Other Fees and Expenses. Fees and expenses incurred in the transfer of the rights, title and interest on the subject works shall be borne by the Assignee. 

SECTION 3. Failure on the part of the Assignee to tender full payment within the above mentioned date shall entitle it to a grace period of five (5) working days. Payment should be made within the said period. Failure to do so will render the Assignee in default. Hence, liable for damages. No demand is required to declare the Assignee in default.

Article IV. Rights of the Parties

SECTION 1. Rights of the Assignee. In accordance with the stipulations in this Agreement, the assignor shall enjoy the rights granted to it:

• The rights of the Assignee to sell, reproduce, alter, create derivative works, or use the works and any subsequent additions thereto in any form or medium.
• The rights to license or transfer to the assigns or successors-in-interest all the rights bestowed upon the Assignee.
• The right to register for the copyright and intellectual protection of the works in the proper office.
• The right to request for the necessary information from the Assignor to effect the provisions stipulated in this Assignment. 
• It may terminate this Assignment on the grounds of material breach of the provisions of this Agreement committed.

SECTION 2. Rights of the Assignor. The Assignor has the rights enumerated below:

• It shall have the right to demand for payment for the Assignment of the rights, title and interests in the works subject of this Assignment.
• It shall be entitled employment or continuous employment for the assignment of the right, title and interest on the covered works.
• It may cancel this Agreement on any ground fifteen (15) days from the execution thereof through a written notice of cancellation furnished by personal delivery or registered mail without any consequence as to the cost, expense, or liability. 

Article V. Responsibilities of the Parties 

V.A. Duties and Responsibilities of the Assignee

SECTION 1. The Assignee fully commits to perform the following:

• It shall perform the proper procedures for to effectuate the valid transfer and conveyance of the rights, title and interest in the covered works. 
• It shall secure the necessary permits, licenses, and approval of government offices to conduct the activities on behalf of the Assignor.     
• It shall tender prompt payment as compensation for the transfer of rights, title and interest in the works.
• It shall ensure employment or continuous employment of the Assignor.

SECTION 2. Failure on the part of the Assignee to perform any of the aforementioned duties and responsibilities shall subject it to liabilities which may entitle the Assignor to indemnity and payment of damages.

SECTION 3. Partial performance of the obligations herein provided shall not preclude the Assignor from demanding full performance, or indemnification and payment of corresponding damages.

V.B. Duties and Responsibilities of the Assignor

SECTION 1. The Assignor, duly promises to execute the following:

• It shall assist the Assignee in obtaining patents for the works in all jurisdiction.
• It shall furnish the Assignee the necessary documents for the processing of the permits and licenses to effect the assignment of rights.
• It shall as well cooperate with the Assignee in conducting the necessary works done.

SECTION 2. In instances when the Assignor fails to fully render its duties and responsibilities, it shall not cause the termination of this Agreement unless such failure materially hampers the performance and execution of the duties of the Assignee. More so, such may entitle the Assignee for damages.     

Article VI. Representations and Warranties

SECTION 1. Representations and Warranties of the Assignee. The Assignee warrants that:

• It is organized and registered under the laws of [LAW/ACT]. Under the said laws, it is given the rights, powers and authority to operate.    
• It has the legal capacity and full authority to enter into this Assignment and possesses the power to fulfill its duties and responsibilities set forth herein.
• The terms and conditions under this Assignment is in accord with the laws of the country where this is executed and is not contrary to morals and public policy.
• It is lawfully authorized to exercise the rights granted to it by the Assignor and the laws under the covenants of this Assignment.

SECTION 2. Representations and Warranties of the Assignor. The Assignor represents and warrants:

• It has the rights, power and authority granted to it by law to be legally bound by this Assignment and perform the obligations herein stipulated.
• It has not granted any licenses to use the subject works to any persons, or third parties other than the license transferred and conveyed to the Assignee, its assigns and successors-in-interest.
• The Assignor represents that all the information divulged to the Assignee is complete and true.
• The execution of the terms and conditions herein stated by the Assignor including the furnishing of the necessary documents shall not in any way violate any provisions of the law nor counter morals and public policy.

Article VII. Term of the Agreement

SECTION 1. This Assignment shall commence on [DATE] which shall be [NUMBER] of days following the completion of the requirements, securing of the approval of the government offices and communication by the parties of their assent to the provisions of this Assignment and shall continue until [DATE 1] unless earlier terminated by the parties in accordance with the provisions set forth herein.

SECTION 2. Cancellation of the Assignment.

• The Assignor reserves the right to this Assignment without consequence as to the cost, expenses or liability within fifteen (15) days from the execution of this Assignment through a written notice expressing the desire to cancel the Assignment furnished to     the Assignee by personal delivery or registered mail.
• The Assignee shall communicate its reply of the said notice of cancellation when requested within five (5) calendar days from receipt. The cancellation of the Assignment shall be given effect after five (5) days from the date of mailing of the reply of the Assignee when requested, or five (5) days from the mailing of the notice of cancellation when no such reply is requested.
• Either party has the right to terminate this Assignment in the event that material breach of the provisions of this Assignment has been committed. The said termination shall be given effect five (5) calendar days following the delivery of the written notice of termination stipulating therein the breach made. No reply to the said notice is needed.     

SECTION 3. This Assignment shall automatically cease to exist upon fulfillment of the objectives of this Assignment. Such fulfillment shall not preclude the parties from performing their respective obligations stated herein nor in exercising the rights under the terms in this Assignment.  

Article VIII. Modification

SECTION 1. Any alterations in the provisions of this Assignment shall not be given effect unless both parties - the Assignee and the Assignor expressly give their consent thereto in writing. It shall only be given effect when:

• A legal opinion from a counsel has been sought by the parties to the check whether the desired change is not volatile of the law and not contradictory to morals and public policy.
• The said modification will not in any way prejudice the rights of the parties, nor those of third parties, nor run in conflict with any existing agreements entered into by either parties.

SECTION 2. Material changes shall not be allowed if it substantially alters the purpose of this Assignment or makes it invalid and unenforceable.

SECTION 3. To give effect to the desired modification, the initiating party shall furnish the other party a written document stating therein the old provision and the desired change and deliver the same to the other party by personal service or through a registered mail. The receiving party shall then within a period of five (5) working days communicate its reply to the said proposed changes to the other party using the same mode of delivery.

SECTION 4. Upon receipt of the reply on the proposed modification, such, if approved, shall be effective after the lapse of five (5) days. If the reply is unfavorable to the proposed change, then it shall not be entertained.     

Article IX. Notices and Communication

SECTION 1. Any notices, reports, written instrument or other documents mentioned in this Assignment shall be made in writing, signed and delivered to the parties by personal delivery or registered mail. It shall be addressed to the following:

1. If to the Assignee:

[RECIPIENT NAME]
[ADDRESS]

b. If to the Assignor:

[NAME 1]
[ADDRESS 1]

SECTION 2. Changes in the address of either party shall be made available to the other party by communicating the same through a written notification. Failure to do so shall be taken against the said party. Delivery of any notices, reports, written instruments, or documents made to the previous address shall still be considered operative.

SECTION 3. The delivery of any notices, reports, written instruments, or other documents to the parties by personal service is deemed to have been delivered as of the date of actual receipt of the other party. For registered mail, the delivery date shall be the date of mailing.  

Article X. Commission of Breach 

SECTION 1. Any material breach of any provisions of this Assignment that would result to irreparable injury to the other party may cause the termination of this Assignment. It shall not in any way free the erring party from any liability which may include payment of indemnity and corresponding damages.

SECTION 2. The offended party may seek for an injunctive relief from a court of competent jurisdiction for the prevention of the continuing breach or threatened breach of any of the provisions of this Assignment.

Article XI. Conflict of Interest

SECTION 1. The Parties shall not in any way engage in the same or similar contract with another party or third parties involving the same subject matter which would be prejudicial to the rights and interest of the parties.

SECTION 2. Any violation of this provision shall entitle the other party to indemnity as agreed by the parties in a compromise and corresponding damages for the commission of the said act.

Article XII. Dispute Resolution

SECTION 1. In case conflict arises as to the terms of this agreement or the execution of the same, the following rules and regulations shall be observed:

• The terms and conditions in this written Assignment shall be the basis for the settlement of any dispute arising from the interpretation and execution of the provisions herein. 
• The parties shall secure the services of a third party arbitrator who has no interest whatsoever in the subject of this Assignment to resolve the controversy and ensure that a compromise is reached. 
• If the issue remains unresolved, the parties may elevate the same to the jurisdiction of a competent court by instituting the proper legal action. 

SECTION 2. The erring party shall bear the expenses incurred by the other party in instituting the legal action. In case both parties are in pair delicto, each party shall bear its own expense.

Article XIII. Governing Law

SECTION 1. The provisions of this Assignment shall be governed and construed by the laws of [ACT/LAW 1].

Article XIV. Severability Clause

SECTION 1. In the instance that any provision of this Assignment, or a part, or some parts thereof are found to be invalid and unenforceable, it shall be removed from this Assignment and considered not part thereof. It shall not affect the legality of the entirety of this Assignment.

Article XV. Scope of the Agreement

SECTION 1. The parties deliberately assent and declare to have read and fully comprehended the stipulations in this Assignment. The parties acknowledge the validity and existence of this Assignment. Any repudiation of the any provisions shall be construed against the said party.

IN WITNESS WHEREOF, the undersigned have caused the execution of this Assignment this [DATE 2] at [AREA/PLACE].