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ight Assignment 7 SCHEDULE 2: List of Assignee's Property Copyright Assignment 8 ........................................... Signature of Witness ........................ ................... ........... Name of Witness Copyright Assignment 6 SCHEDULE 1: List of Materials Copyr......... ................... ........... Name of Witness Assignee, ______day of 20__, in the presence of: ................................................... . Signature of Party ....................f 20__ in the presence of: ................................................... . Signature of Party ............................................................... Signature of Witness ...............delay in exercising or failure to exercise is not a waiver of that right or any other right. EXECUTED unconditionally by the parties as a Deed SIGNED SEALED AND DELIVERED by Assignor this ______day o.1.1. has a right arising from another party's failure to comply with an obligation under this Deed; and 13.8.1.2. delays in exercising or does not exercise that right, whether knowingly or not; that rceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way. 13.8. Waiver: 13.8.1. If a party: Copyright Assignment 5 13.8rtnership between the parties or between any personnel of the parties. 13.7. Severability: If any provision of this Agreement is held by a Court of competent jurisdiction to be invalid, void or unenfot. Neither party is liable to the other party in respect of those matters. 13.6. Independent Parties: Nothing in this Deed or its performance gives rise to any relationship of agency, employment or pall previous negotiations, understandings, representations, warranties, memoranda or commitments concerning the subject matter of this Deed are merged in and superseded by this Deed and are of no effecnd, if so, the counterparts taken together constitute one document. 13.5. Entire understanding: This Deed contains the entire understanding between the parties as to the subject matter of this Deed. Aiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts. 13.4. Counterparts: This Deed may consist of a number of counterparts a]. 13.3.2. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of __________________________[Mention State in Australia] and any courts which have jurisdunder it. 13.3. Governing law and jurisdiction: 13.3.1. This Deed is governed by and is to be construed in accordance with the laws applicable in __________________________[Mention State in Australiaed of variation executed by the parties. 13.2. Further steps: Each party must promptly do whatever the other party reasonably requires of it to give effect to this Deed and to perform its obligations gal and professional advice regarding the Assignment of Copyright and any tax implications referred to in clause 6 and 7. 13. GENERAL: 13.1. Amendment: This Deed may only be varied or replaced by a deies of a party under this Deed do not exclude any other right or remedy provided by law. 12. INDEPENDENT LEGAL AND PROFESSIONAL ADVICE: Both Parties acknowledges that they have received independent lell at the time indicated on that report. Copyright Assignment 4 10. NON-MERGER: No provision of this Deed merges on execution or termination of this Deed. 11. CUMULATIVE RIGHTS: The rights and remedon is given if sent by fax, when the sender's fax machine produces a report that the fax was sent in full to the addressee. That report is conclusive evidence that the addressee received the fax in fu.4. A communication is given if posted: 9.4.1. within Australia to an Australian address, 3 Business Days after posting; or 9.4.2. in any other case, 10 Business Days after posting. 9.5. A communicati________________________[Mention Address] Assignor: ___________________________________[Mention Address] 9.3. A party may change its particulars for delivery of notices by notice to the other party. 9ddress is outside Australia, by pre-paid airmail; or 9.1.3. sent by fax to the party's current fax number for notices. 9.2. The particulars for delivery of notices are initially: Assignee: ___________and may be given by being: 9.1.1. personally delivered or left at the party's current address for notices; 9.1.2. sent to the party's current address for notices by pre-paid ordinary mail or, if the a8.6. The expert determination is final and binding on the parties. 9. NOTICES: 9.1. In addition to any other lawful means, a notice or other communication relating to this document must be in English pert Determination Guidelines, which set out the procedures to be adopted, the process of selecting the expert and the costs involved, and the terms of those Guidelines are incorporated in this Deed. parties agree to settle the Dispute by expert determination administered by the Australian Commercial Dispute Centre (ACDC). 8.5. The expert determination will be conducted in accordance with ACDC Ex good faith and use their best endeavours to resolve the Dispute. 8.4. If the parties cannot resolve the Dispute within 30 days after the date on which the Dispute Notice was served (Notice Date), the.2. When a party claims that a dispute has arisen under this Deed (Dispute), the party must serve written notice of that Dispute on the other party (Dispute Notice). 8.3. The parties must negotiate inthe party receiving the reimbursement or indemnity. 8. DISPUTE RESOLUTION: 8.1. A party must not commence legal proceedings against the other party unless that party has complied with this clause 8. 8on with this Deed, the reimbursement or indemnity payment is not required to extend to any GST component of the expense, claim, loss, liability or cost for which an input tax credit may be claimed by s soon as practicable after the supply. 7.2. If a party is entitled under this Deed to be reimbursed or indemnified by another party for an expense, claim, loss, liability or cost incurred in connectiicient to ensure that the Assignor receives, after remitting the GST, the same amount as it would in the absence of a GST, provided that the Assignor provides Assignee with a tax invoice prior to or aGST: 7.1. If Assignor is registered for GST and any supply made under or in connection with this Deed is a taxable supply, the consideration for that supply must be increased by an amount that is suffust pay their own costs and expenses of negotiating, preparing, signing and delivering this Deed and any other document or thing required or entered into under this Deed. Copyright Assignment 3 7. applicable Tax that arises from the execution, delivery and performance of this Deed and any other document or thing required or entered into under this Deed. 6.2. Subject to clause 6.1, each party mll indemnity basis; and damages or other compensation paid by the Assignor on the advice of its legal advisers to compromise or settle any claim. 6. TAX, COSTS AND EXPENSES: 6.1. Assignor must pay anys that the Assignor may suffer, directly or indirectly, because of the Assignee's exploitation of its rights in the Materials on or after the date of this assignment, including: legal expenses on a fufringe the rights of any other person. 5.2. Assignee must unconditionally indemnify the Assignor against, and must pay the Assignor, on demand the amount of, all losses, liabilities, expenses and Taxe protection) in the Materials. Without limitation, the Assignee acknowledges that the Assignor does not make or give any representation, warranty or promise that the Materials does not and will not inlternative to the clause 5 above; you must choose one section 5 and remove the other.] 5.1. Assignee accepts the title that the Assignor has to the Materials and to the copyright (and similar forms ofgnee as a result of any breach of the warranties given by the Assignor under clause 5.1. 5. ASSIGNEE'S ACKNOWLEDGMENTS AND INDEMNITY [option 2] [This clause is in the interests of Assignor and is an ar composition with creditors. 5.2. Assignor unconditionally indemnifies and will defend the Assignee against any claim, liability, loss, damages, cost, expense and Tax suffered or incurred by the Assicluding any claim that the Materials infringes any intellectual property rights; ; and 5.1.8. Assignor is not insolvent within the meaning of the Bankruptcy Act and is not subject to any arrangement ohis Agreement in a way that would conflict with the rights granted by this Agreement; and 5.1.7. the Assignor is not aware of any actual, suspected or threatened claim in relation to the Materials, ineement that would conflict with the rights granted by this Agreement and the Assignor will not assign, license, grant options over or deal in any other way with any of these rights after the date of taterials that exists, as at the date of this Agreement, over the Materials ; 5.1.6. there have been no previous assignments, licences, options or other dealings with the rights assigned under this Agrall rights, including the copyright, in the Materials; 5.1.5. the Assignor has not created any encumbrance (including without limitation, a charge, mortgage, pledge, lien, right of set off) over the Mparty; and 5.1.3. it has the right to assign and grant the rights under clause 2. 5.1.4. the Assignor is the sole author of/the sole employer of the sole author of the Materials and the sole owner of licensee's use of the Copyright and/or Intellectual Property assigned to the Assignee by the Assignor under clause 2 will not infringe the copyright or other Intellectual Property rights of any third signor under clause 2 comprises original works only, which have not been, and will not be, copied wholly or substantially from any other works, Copyright Assignment 2 5.1.2. the Assignee's and any 's Property is set forth in Schedule 2. 5. ASSIGNOR'S WARRANTIES AND INDEMNITY: [option 1] 5.1. Assignor warrants that: 5.1.1. the Copyright and/or Intellectual Property assigned to Assignee by the Asor actually used them during the creation of Materials. Assignor warrants that shall NOT reproduce, alter, or copy Assignee's Property and shall return them upon Assignee's request. A list of Assigneessignor), Assignee and Assignor have entered into this Agreement. 4. ASSIGNEE'S PROPERTY: Parties agree that ownership to Assignee's Property shall remain with Assignee, irrespective of whether Assignher assignments if necessary. 3. CONSIDERATION: In consideration of the payment of the sum of _____________________ Dollars (AUD $__) by Assignee to Assignor (the receipt of which is acknowledged by Aexecuted will vest in the Assignee on their creation] 2.2. Each Assignor will execute all documents and do all things necessary to give effect to the assignment in clause 2.1, including executing furtave in the Materials. [If future materials are assigned: Assignor further agrees that any Copyright or Intellectual Property in Materials created or developed by the Assignor after this Deed has been ence to a clause or subclause of this deed. 2. ASSIGNMENT: 2.1. Assignor jointly and severally assigns to the Assignee in their entirety any and all of the right, title and interest the Assignor may hified or replaced; 1.8. this or any other document includes the document as novated, varied or replaced and despite any change in the identity of the parties; and 1.9. a clause or subclause is a referepresentatives, successors, assigns and persons substituted by novation. 1.7. any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as mod: 1.6.1. a person includes a partnership, joint venture, unincorporated association, corporation and a government or statutory body or authority; 1.6.2. a person includes the person's legal personal r limitation; 1.5. no rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward the clause or would otherwise benefit from it; 1.6. a reference toe plural and vice versa; 1.2. any gender includes the other genders; 1.3. if a word or phrase is defined its other grammatical forms have corresponding meanings; 1.4. "includes" means includes withouthe same meaning as it has in the A New Tax System (Goods and Services Tax) Act (Cth); 1. Unless expressed to the contrary, in this Deed: Copyright Assignment 1 1.1. words in the singular include thwithout limitation, stamp and transaction duty which is imposed or collected by a government agency, but not including GST, any tax based on income, or any capital gains tax; 1.12. "tax invoice" has terson' means a natural person and includes any entity or body corporate recognised at law. 1.11. "Tax" means a tax, levy, charge, impost, fee, deduction, withholding or duty of any nature, including, 1.9. `Materials' means all works created by the Assignor such as all designs of logo, letterheads, displays, brochures, manuals etc. and in addition to which are mentioned in the Schedule 1. 1.10. `Pd by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit layouts, plant varieties, business and domain names, inventions, Confidential Information. request of Assignee. 1.7. "GST" has the same meaning as it has under the A New Tax System (Goods and Services Tax) Act (Cth); 1.8. `Intellectual Property' means all present and future rights conferrey be created by Assignor in the future, such as all designs of logo, letterheads, displays, brochures, manuals etc. and in addition to which are mentioned in the Schedule 1, for or on behalf or at therms of Assignment, as varied from time to time, and the covering execution page signed by the parties; 1.5. `Dollars/$' means Australia Dollars or AUD. 1.6. `Future Materials' means all works which mases of being used in the creation of Materials. 1.3. `Copyright' means copyright defined or capable of protection under the Copyright Rights Act 1968 (Cth) ("Copyright Act") 1.4. `Deed' means these Tee titles and interests. 1.2. `Assignee's Property' means all property, whether tangible or intangible, belonging to the Assignee which is in the possession and/or control of the Assignor for the purpoer and convey all titles and interest of whatsoever kind or nature in copyright and/or intellectual property both at law and in equity. Assignment means assignment, transference, conveyance of the sam: ________________[name], ABN/ACN of ________________[address] ("the Assignee") 1. DEFINITIONS AND INTERPRETATION Unless expressed to the contrary, in this Deed: 1.1. `Assign' means to assign, transfDEED OF COPYRIGHT ASSIGNMENT THIS DEED OF ASSIGNMENT made the ____________ day of 20___. BETWEEN: ________________ [name], ABN/ACN _____________ of ________________[address] ("the Assignor") ANDTY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. The use of these materials is subject to the "Terms and Conditions" found at findlegalforms.com. UT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILI, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BD WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS. THE MATERIALS ARE USED AT YOUR OWN RISK. IN NO EVENT WILL: I) FLF, ITS AGENTS, PARTNERSl matters. No Lawyer-Client / Solicitor-Client relationship is created by use of these materials. THESE MATERIALS ARE PROVIDED "AS-IS" and "WITHOUT LIABILITY." FLF DOES NOT GIVE ANY EXPRESS OR IMPLIEnot provide legal advice. The use of these materials is not a substitute for legal advice. Only a lawyer/solicitor can provide legal advice. A lawyer/solicitor should be consulted for all serious lega insert the copyright symbol © followed by the year and name of the copyright owner at the foot of any page of copyright material. DISCLAIMER: FindLegalForms, Inc. ("FLF") is not a law firm and does an option whereby GST may or may not be payable. Please note that an assignment of copyright may have capital gains tax (CGT) implications. Please note: it is very important for the copyright owner torty rights exist (e.g. as licensee), a deed of novation should be used which will make the third party a signatory to the assignment/transfer from the Assignor to the Assignee. This template provides rd party rights to the Assignor. Since such obligations cannot be assigned, it is recommended that this Deed is NOT used or checked for any breach of agreement, licence or obligation. Where a third pamust be signed by or on behalf of the assignor. Instructions and Notes: This Deed is ONLY for those purposes where there is no grant of royalty payments, charges, mortgage payment, licence or such thirights that may be created in the future (as per Section 197 of the Copyright Act 1968 (Cth)). Under the Copyright Act 1968 (Cth) Section 196, the assignment must be in writing to be effective and it pany in artwork and graphics (the Assignor) and the person/entity acquiring the copyright (the Assignee) that is either a company or an individual. The Deed also covers and includes assignment of copyDeed of Copyright Assignment Two Parties (All States) General Description: This Deed of Copyright Assignment conveys a simple assignment of copyright in artwork and graphics between two parties: a com