This Intellectual Property Agreement ("Agreement") is made and entered into as of [Date] by and between:

Assignor (Disclosing Party):

• [Your Name/Business Name]
• [Your Address]

("Assignor")

Assignee (Receiving Party):

• [Client Name]
• [Client Address]

("Assignee")

WHEREAS, Assignor owns certain intellectual property (the "Intellectual Property") described below; and

WHEREAS, Assignee desires to acquire certain rights in the Intellectual Property.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Intellectual Property

The Intellectual Property subject to this Agreement includes:

• [List specific types of intellectual property, e.g., patents, copyrights, trademarks, trade secrets, inventions, know-how]
• [Provide a detailed description of the Intellectual Property, including registration numbers if applicable]

2. Assignment of Rights

Assignor hereby assigns to Assignee all right, title, and interest in and to the Intellectual Property, throughout the world, in perpetuity.

[Alternatively, for a license instead of an assignment:]

• Assignor hereby grants to Assignee a non-exclusive (or exclusive, if applicable) license to use, reproduce, modify, sublicense, and distribute the Intellectual Property for the following purposes: [Specify intended uses].

3. Representations and Warranties

Assignor represents and warrants that:

• Assignor has the full right, power, and authority to enter into this Agreement and to assign the Intellectual Property to Assignee.
• The Intellectual Property does not infringe upon the intellectual property rights of any third party.

4. Confidentiality

Assignee agrees to hold confidential all non-public information of Assignor disclosed to Assignee under this Agreement, and to use such information only for the purposes of this Agreement.

5. Term and Termination

This Agreement shall commence on the date first written above and shall continue in perpetuity (or for a specified term, if applicable). This Agreement may be terminated by either party upon written notice to the other party for any reason.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State] (USA) or the Province of [Your Province] (Canada), as applicable.

7. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

8. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

9. Notices

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified or registered mail, postage prepaid, return receipt requested, or sent by overnight courier service to the addresses set forth above.

10. Signatures

Assignor:

[Your Signature]

[Your Printed Name]

Assignee:

[Client Signature]

[Client Printed Name]