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Copyright Assignment Agreement


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Copyright Assignment Agreement

This COPYRIGHT ASSIGNMENT AGREEMENT ("Copyright Assignment"), dated as of ________________________[DATE], is made by_________________________ ("DONOR"), a ________________________________________________[STATE OF ORGANIZATION] [TYPE OF ENTITY], located at _________________________________ [ADDRESS OF DONOR], in favor of The University of Texas at Dallas ("University"), an agent of the State of Texas, located at 800 W. Campbell Road, Richardson, Texas, the receiver of certain assets of DONOR pursuant to a Deed of Gift from DONOR to University, dated as of ________________________________________ (the "Deed of Gift").

WHEREAS, under the terms of the Deed of Gift, DONOR has conveyed, transferred and assigned to University, among other assets, certain intellectual property of DONOR, and has agreed to execute and deliver this Copyright Assignment, for recording with governmental authorities including, but not limited to, the US Copyright Office;

NOW THEREFORE, [DONOR agrees/the parties agree] as follows:

Assignment. In consideration for the execution of the Deed of Gift, the receipt and sufficiency are hereby acknowledged, DONOR hereby irrevocably conveys, transfers and assigns to University, and University hereby accepts, all of DONOR's right, title and interest in and to the following (the "Assigned Copyrights"):


    1. the copyright registrations [and/,] applications for registration [and exclusive copyright licenses] set forth in Schedule 1 hereto and all issuances, extensions and renewals thereof;

    2. all rights of any kind whatsoever of DONOR accruing under any of the foregoing provided by applicable law of any jurisdiction, by international treaties and conventions and otherwise throughout the world;

    3. any and all royalties, fees, income, payments and other proceeds now or hereafter due or payable with respect to any and all of the foregoing; and

    4. any and all claims and causes of action, with respect to any of the foregoing, whether accruing before, on and/or after the date hereof, including all rights to and claims for damages, restitution and injunctive and other legal and equitable relief for past, present and future infringement, misappropriation, violation, misuse, breach or default, with the right but no obligation to sue for such legal and equitable relief and to collect, or otherwise recover, any such damages.

Recordation and Further Actions. DONOR authorizes the Register of Copyrights and any other governmental officials to record and register this Copyright Assignment upon request by University. DONOR shall take such steps and actions following the date hereof, including the execution of any documents, files, registrations, or other similar items, to ensure that the Assigned Copyrights are properly assigned to University, or any assignee or successor thereto.

Terms of the Deed of Gift. The terms of the Deed of Gift, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Copyrights are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Deed of Gift shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Deed of Gift and the terms hereof, the terms of the Deed of Gift shall govern.

Counterparts. This Copyright Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Copyright Assignment delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Copyright Assignment.

Successors and Assigns. This Copyright Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Governing Law. This Copyright Assignment and any claim, controversy, dispute or cause of action (whether in contract, tort or otherwise) based upon, arising out of or relating to this Copyright Assignment and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the United States and the State of Texas.

[SIGNATURE PAGE FOLLOWS]


IN WITNESS WHEREOF, DONOR has duly executed and delivered this Copyright Assignment as of the date first above written.





[NAME OF DONOR]





By: ______________________________
Name:

Title:


Address for Notices:


AGREED TO AND ACCEPTED:




The University of Texas at Dallas





By: ______________________________
Name:

Title:


Address for Notices:



Schedule 1

Assigned Copyright Registrations and Applications

May 2013


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