Patent Assignment

PATENT ASSIGNMENT

This Agreement is by and between ("Assignor") and ("Assignee").

WHEREAS, Assignor, has invented a certain new and useful invention (the "Invention") and Assignor holds a patent related thereto, both of which are described in Exhibit A (the "Patent"); and

WHEREAS, Assignee, wishes to acquire the entire rights, title, and interest in the Invention and the Patent;

NOW, the parties agree as follows:

1. Assignment. Assignor does hereby irrevocably assign to Assignee all rights, title, and interest (including but not limited to, the patent claims, all rights to prepare derivative works, all goodwill and all other rights), in and to the Patent and the Invention.
   
   
2. Consideration. In consideration for the assignment set forth in Section 1, Assignor shall pay Assignee the sum of $[AMOUNT], payable on [DATE].
   
   
3. Representations and Warranties. Assignor represents and warrants to Assignee:

   (a) Assignor has the right, power and authority to enter into this Agreement;

   (b) Assignor is the exclusive owner of all right, title and interest, including all intellectual property rights, in the Invention and the Patent;

   (c) The Invention and Patent are free of any liens, security interests, encumbrances or...