This Intellectual Property Rights Assignment Agreement is made as of __________, ___ _______ between S3 Web Technologies, LLC (S3), and _________________________ (Developer).
S3 is in the business of producing and publishing commercial software solutions. Pursuant to the S3 Developer License Agreement (License Agreement) that has already been executed by Developer on _____________, Developer wishes to have their changes to S3’s software products (Works) included in future releases of such software products. As stated in the License Agreement, Developer has agreed to assign all intellectual property rights in such Works to S3.
For the purposes of this Agreement, the parties agree that the following terms have these meanings:
“Intellectual Property Rights” means any legal right, including, but not limited to, copyright, trademark, or ownership rights in any “work of art”, as defined by current United States Copyright law.
1. Assignment of Intellectual Property Rights
In exchange for attribution of Developer’s Works in S3’s software products to which Developer has made modifications, Developer agrees to assign to S3 all Intellectual Property Rights in the Works as listed in Appendix A of this Agreement.
2. No Further Remuneration
Other than as stated in Provision 1, Developer’s understands and agrees that they will receive no further remuneration for their Works from S3.
3. Warranty and Indemnification
Developer represents and warrants to S3 that Developer has the authority to enter into this Agreement and that Developer has in no way assigned Intellectual Property Rights in the Works as listed in Appendix A of this Agreement to any other party. Developer understands that should Developer breach such warranty, Developer agrees to indemnify S3 and to defend S3 against any and all third party claims, suits, demands, causes of action, liabilities and expenses (including, but not limited to, attorneys’ fees and costs of defense), that may arise as a result of or in connection with Developer’s breach of this Agreement.
4. No Other Relationship or Legal Interest
The parties agree that this Agreement does not create any other relationship or legal interest between the parties, including, but not limited to, any sales contract, license, title, guarantee of future work, or right to any further compensation, except as specified by this Agreement.
5. Choice of Law
The parties agree that the laws of the Allegheny County in the state of PA govern any conflict regarding the Agreement.
6. Invalidity of Provision
The parties agree that even if a court invalidates a provision of this Agreement, the remaining Agreement provisions are still valid and remain in full effect.
7. Modification
The parties agree that no modification can be made to this Agreement without another mutual, written agreement.
8. Effect on Other Parties
The parties understand and agree that their assigns and successors are bound by this Agreement.
9. Headings
The parties understand and agree that the headings in this Agreement are included only as a matter of convenience and in no way define, limit or extend the scope of this Agreement or any of its provision.
10. Signatures
By affixing your signature below, you are agreeing to be bound to the terms of this Agreement.
By: By:
Title Title:
Date: Date:
This Appendix is included by reference and considered part of the Intellectual Property Assignment Agreement that has already been executed by Developer and S3. Any Work listed below is treated according to Provision 1 of that Agreement. A detailed description of each Work is listed below and copies of such Works may be attached for further reference.
1. Work #1
2. Work #2
3. Work #3
4. Work #4
5. Work #5
By: By:
Title Title:
Date: Date: