HomeMy WebLinkAbout2017-074 Agrmt - Veracities - YHOP
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
T is Intellectual Property Assignment Agreement (this "Agreement"), dated as of
2017, is made by and between the City of Ashland ("Assignor")and
Veracities Incorporated, a Delaware public benefit corporation ("Assignee").
RECITALS
WHEREAS, Carrie Hull ("Shareholder"), the sole shareholder of Assignee, has served
as an employee of Assignor.
WHEREAS, in heremployment, Shareholderdesigned and developed the You Have
Options Program for sexual assault reporting, as more fully described in Schedule 1
hereto (the "Program").
WHEREAS, Shareholder has formed Assignee with the goal of developing, improving
and expanding the Program;
WHEREAS, in furtherance of Shareholder and Assignee's goals, and in exchange for
certain Program access benefits, Assignor desires to assign all of its right, title and
interest in the Program to Assignee.
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
INTELLECTUAL PROPERTY ASSIGNMENT
Assigned Property. For purposes of this Agreement, the term "Assigned Property"
means the following:
• all curriculum, documents, database information and other written works that
pertain to the Program, whether or not such items are the subject of a registered
copyright;
• all registered trademarks, common law trademark rights, and registrations for
business names and trade names that pertain to the Program, including [You
Have Options Program trademark];
• the website available at www.reportingoptions.com, including all content, media,
databases and proprietary software comprising the website as well as the design,
layout and "look and feel" of the website;
• the registered domain name www.reportingoptions.com and
www.reportingoptions.org;
• customer lists and other proprietary information pertaining to the Program and
trainings conducted under the Program; and
• for each of the foregoing:
o all works of authorship, inventions, discoveries, methods, processes,
names, designs, products, and confidential information forming a part of,
embodied in, or necessary for use of the foregoing; and
o all copyrights, patent rights, trade secret rights, trademark rights, and
other intellectual property and proprietary rights in, arising out of, or
associated with the foregoing.
Assignment. Assignor hereby assigns to Assignee the Assignor's entire interest in:
• the Assigned Property, including but not limited to all copyrights, patent rights,
trade secret rights, trademark rights, and other intellectual property and
proprietary rights comprising the Assigned Property;
• Assignor's goodwill associated with all trademark rights in the Assigned Property;
and
• any income, royalties, claims, actions, proceedings, damages, liabilities, and
expenses of every kind that Assignor may have against or be able to recover
from any person, whether known or unknown, resulting from or arising out of the
person's infringement of any copyright, patent, or trademark, misappropriation of
any trade secret, or violation of any other intellectual or proprietary right of
Assignor with respect to the Assigned Property.
Assets Derived From and Through the Program and Held by Jackson County SART
• Any funds held by Jackson County Sexual Assault Response Team (JCSART)
on behalf of the Program shall continue to be held and administered by JCSART
undertheterms of the memorandum of understanding between the City of
Ashland and JCSART to defray the costs of the program. Assignor will not
interfere with the use of these funds provided they are accessed and used
pursuant to this agreement.
Moral Rights. Assignor assigns to Assignee any moral rights thatAssignor may have in
the Assigned Property, and waives any right to assert any moral rights in any portion of
the Assigned Property.
Perfection. At the request and expense of Assignee, Assignor will sign such documents
and take such actions that Assignee deems reasonably necessary to perfect, protect,
and evidence Assignee's rights in the Assigned Property. With respect to the domain
name registration described in Section 1.1(b), Assignor shall use reasonable efforts to
comply with applicable domain name registrar transfer requirements. With respect to
the trademark registration described in Section 1.1(d), Assignor shall use reasonable
efforts to comply with applicable U.S. Patent and Trademark Office trademark
assignment requirements.
ASSIGNEE REPRESENATIONS, WARRANTIES AND COVENANTS
Representations and Warranties. Assignee represents and warrants to Assignor that: it
is a public benefit corporation duly organized, validly existing and in good standing
under the laws of the state of Delaware, it has all requisite corporate authority and
power, authorizations, consents and approvals to enter into this Agreement, and it is
duly qualified to do business and in good standing in each jurisdiction where it conducts
business.
Assignor Program Access. For a period of five (5) years commencing on the date of
this Agreement, Assignee shall offer the Program and any Assignee-facilitated trainings
to Assignor's sworn law-enforcement staff and shall waive all related registration and
program fees unless waiver of fee for individual training, event or program tool would
cause a financial hardship on Assignee.
ASSIGNOR REPRESENTATIONS, WARRANTIES AND COVENANTS
Representations and Warranties. Assignor represents and warrants to Assignee that:
Assignor owns rights, title, and interest in and to the Assigned Property; Assignor has
not granted and will not grant any licenses orother rights to the Assigned Property to
any third party; the Assigned Property is free of any liens, encumbrances, security
interests, and restrictions on transfer; to Assignor's knowledge, the Assigned Property
does not infringe intellectual property rights of any third party; and there are no legal
actions, investigations, claims, or proceedings pending or threatened relating to the
Assigned Property.
GENERAL
Further Assurances. The parties will sign other documents and take other actions
reasonably necessary to further effect and evidence this Agreement.
Attachments. Any exhibits, schedules, and other attachments referenced in this
Agreement are part of this Agreement.
Governing Law. This Agreement is governed by the laws of the State of Oregon,
without giving effect to any conflict-of-law principle that would result in the laws of any
other jurisdiction governing this Agreement.
Venue. Any action, suit, or proceeding arising out of the subject matter of this
Agreement will be litigated in courts located in Jackson. County, Oregon
Entire Agreement. This Agreement, inclusive of its recitals, contains the entire
understanding of the parties regarding the subject matter of this Agreement and
supersedes all prior and contemporaneous negotiations and agreements, whether
written or oral, between the parties with respect to the subject matter of this Agreement.
Assignor:
CITY OF ASHLAND
By: APP ED AS T~ ~ RM
Its:
n ~ ~ y
[ASSIGNEE]
By:
Its: