Intellectual Property Release Agreement
This Intellectual Property Release Agreement (hereinafter “Release”) dated this [DAY] day of [MONTH], 2021 BETWEEN:
[NAME OF YOUR BUSINESS] of [ADDRESS OF YOUR BUSINESS]
- AND –
[NAME OF BRAND] of [ADDRESS OF BRAND]
WHEREAS:
- [NAME OF BRAND] owns all right, title and interest in and to of its logo, brand name, catalogs, images, trademark and all other intellectual property that [NAME OF YOUR BUSINESS] may require to use on its website in accordance with Website Trading terms agreed upon by the Parties (the “Intellectual Property”).
- [NAME OF YOUR BUSINESS] wishes to acquire such right, title and interest in and to the Intellectual Property.
- [NAME OF BRAND] is willing to relinquish absolute right, title and interest in and to the Intellectual Property.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, [NAME OF YOUR BUSINESS] and [NAME OF BRAND] (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
Release
[NAME OF BRAND] hereby releases to [NAME OF YOUR BUSINESS], its successors, and assigns, the absolute right to use and/or publish [NAME OF BRAND]’s logo, brand name, catalogs, images, trademark and all other intellectual property that [NAME OF YOUR BUSINESS] may require to use on its website in accordance with the Website Trading provision in the [NAME OF CONTRACT/DOCUMENT CONTAINING THE TRADING TERMS YOU SENT], unless a written agreement between the Parties detailing any changes to the Intellectual Property is obtained.
Assignment
The rights and obligations under this Agreement will inure to the benefit and be binding upon any of [NAME OF BRAND]’s successors and assignees, as well as any of [NAME OF YOUR BUSINESS]’s successors and assignees.
Independent Counsel
The Parties acknowledge that they had reasonable and sufficient opportunity to obtain independent legal advice regarding this Release. The Parties covenant that they have either received such independent legal advice prior to executing this Agreement or that they have independently and willingly chosen not to obtain legal advice and are executing this Release without doing so.
Performance
The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [NAME OF COUNTRY], and the obligations, rights and remedies of the Parties hereunder shall be determined in accordance with such laws.
Notice
All notices, requests, demands or other communication required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:
- [NAME OF YOUR BUSINESS]
Address:
- [NAME OF BRAND]
Address:
or to such other address as any Party may from time to time notify the other.
Modification of Agreement
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
Severability
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
Waiver
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
The Parties have duly affixed their signatures under hand and seal this [DAY] day of [MONTH], 2021.
[YOUR NAME] in his/her capacity as [YOUR TITLE] of [NAME OF YOUR BUSINESS]
Signature: ___________________________________
[REPRESENTATIVE’S NAME] in his/her capacity as [REPRESENTATIVE’S TITLE] of [NAME OF BRAND]
Signature: ___________________________________
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