Copy Right Assignment This Agreement is by and between 1. (insert name and business address of the assigner) Hereinafter referred to as Assigner. 2. (insert name and business address of the assignee) Hereinafter referred to as Assignee. Recitals: Whereas, Assignor, has created certain work (describe the work) and the assignor holds a copy right related there to, both of which are described in annexure 1 (both the work and copyright thereto). Whereas assignee wishes to use the work by acquiring the entire rights, title and interest in the work and copy right. Now the parties agree as follows. Definitions: 1. Assigner: (Name and address of the assigner) 2. Assignee: (Name and address of the assignee) 3. Parties: The term parties in the Agreement collectively refer to both assigner and assignee. 4. Work: work in the Agreement refers to the work created by the Assigner and is described in annexure 1. 5. Copyright: Copyright in this agreement refers to the copy right for the work created by the Assigner and is described in annexure 1. (A)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 good will, all rights to renew and all other rights.)in and to work and copyright. (B)Consideration : In consideration for the assignment set forth in section A the assignee shall pay the Assignor the sum of (Amount payable in USD $) in (payable currency other than $ USD) on (payable date) at(payable place). (C) Warranties of Title : Assignor represents and warrants to the Assignee 1. That Assignor has the right, power and is competent authority to enter into this Agreement. 2. That Assignor is the exclusive owner of all right, title and interest including all intellectual property rights, work and the copyright. 3. That the work and copyright are free from any liens, security, interests and encumbrances or disputes. 4. That in case if there is a dispute or if a dispute arises in future on either the work or copyright or on both the Assignor settles the same at his costs. 5. Assignor agrees to promptly notify Assignee in writing of any infringement or misappropriation or claim of infringement of third party rights in respect of any of the Assigned copyrights to which Assignor becomes aware and will provide Assignee with any and all evidence in its possession, if any, of such infringement or misappropriation. (D) Governing Law and Jurisdiction : This Agreement shall be governed by and construed in accordance with the laws of United States of America, without regard to the application of principles of conflicts of law. The parties hereby consent to agree that the competent court in (insert the state name) shall have sole jurisdiction over any and all matters arising from this Agreement. (E) Binding Effect : This Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives, successors and permitted assigns. (F) Amendment; Waiver . This Agreement may be amended, modified, superseded or canceled, and any of the terms may be waived, only by a written instrument executed by each party or, in the case of waiver, by the party waiving compliance. The delay or failure of any party at any time or times to require performance of any provisions hereof shall in no manner affect the rights at a later time to enforce the same. No waiver by either party of any condition or of the breach of any term contained in this Agreement, whether by conduct, or otherwise, in any one or more instances, shall be deemed to be, or considered as, a further or continuing waiver of any such condition or of the breach of such term or any other term of this Agreement. (G) Arbitration : The parties confirm and agree that the agreement will be governed by and interpreted in accordance with the federal laws. Any dispute arising out of this undertaking or touching upon this in any manner shall be resolved through Arbitration by the sole Arbitrator appointed by the parties in consultation with each other. (H) Arbitration Expenses : The non-prevailing party (as determined by the arbitrator) shall bear the costs of the arbitration and the reasonable fees and the costs (including Attorney fees if applicable) of the prevailing party. (I) Effective date : The parties hereby agree that this agreement comes to force on (insert effective date.) (J) Counter parts : This agreement may be executed in several counter parts, each of which shall constitute an original and all of which when taken together, shall constitute one agreement. (K) Severability : If any part or parts of this agreement shall be held unenforceable for any reason, the reminder of this agreement shall continue in full force and effect. If any provision of this agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited. In witness Whereof, the parties have caused this agreement to be executed the day and year first above written. Assignor : Name: Print Name: Address: Assignee: Name: Print Name: Address: I, the undersigned, a Notary Public in and for said County, in aforesaid state, Do hereby certify that Personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person, and acknowledged that signed, scaled and delivered the said instrument, as his/ her/their free and voluntary act, for the uses and purposes therein set forth. Given under my hand and notarial seal, this day of , 20 . Signature of the Notary public (seal) Printed Name of the Notary public American LegalNet, Inc. � www.FormsWorkFlow.com