Copyright Assignment

COPYRIGHT ASSIGNMENT

This Agreement is by and between (“Assignor”) and (“Assignee”).

WHEREAS, Assignor, has authored certain works which are described in Exhibit A (the “Works”); and

WHEREAS, Assignee, wishes to acquire the entire rights, title, and interest in all of the Works.

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 copyright, all rights to prepare derivative works, all goodwill and all moral rights), in and to the Works.

2. Consideration. In consideration for the assignment set forth in Section 1, Assignor shall pay Assignee the sum of $___ , payable on ___________________, 20__.

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 Works;

(c) The Works are free of any liens, security interests, encumbrances or licenses;

(d) The Works do not infringe the rights of any person or entity;

(e) There are no claims, pending or threatened, with respect to Assignor’s rights in the Works;

(f) This Agreement is valid, binding and enforceable in accordance with its terms; and

(g) Assignor is not subject to any agreement, judgment or order inconsistent with the terms of this Agreement.

4. Attorney’s Fees. Should either party hereto, or any heir, personal representative, successor or assign of either party hereto, resort to litigation to enforce this Agreement, the party prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorneys’ fees and costs in such litigation from the party against whom enforcement was sought.

5. Entire Agreement. This Agreement, contains the entire understanding and agreement between the parties hereto with respect to its subject matter and supersedes any prior or contemporaneous written or oral agreements, representations or....