Deed of Copyright Assignment (Two Parties)

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This Deed of Copyright Assignment (Two Parties) conveys a simple assignment of copyright in artwork and graphics between two parties, the assignor and assignee. This assignment also covers and includes assignment of copyrights that may be created in the future (as per Section 197 of the Copyright Act 1968 (Cth)). Under this Act, the assignment must be in writing. Having a written Deed of Copyright Assignment (Two Parties) will prove valuable in the event of misunderstandings or disagreements.

Among others, this form includes the following provisions:
  • Parties to the Agreement: This provision contains the identity and names of the parties entering into the agreement;
  • Assignment:This provision assigns all rights and interests Assignor has in the materials to Assignee;
  • Consideration: This provision contains the amount of payment for the assigned materials.

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This lawyer-prepared packet contains:
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  2. Deed of Copyright Assignment (Two Parties) for use in Australia
Law Compliance: This form complies with the state and territory laws of Australia
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Deed of Copyright Assignment
Two Parties (All States)

 

 

 
THIS DEED OF ASSIGNMENT made the ____________ day of 20___.
 
BETWEEN: ________________ [name], ABN/ACN _____________ of ________________[address] ("the Assignor")
 
AND: ________________[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, transfer 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 same titles and interests.
1.2.    Assignees 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 purposes 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 Terms 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 may 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 the 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 conferred 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.
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.    Person 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, without 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 the 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:
 
1.1.    words in the singular include the 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 without 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 to:
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 persons legal personal representatives, successors, assigns and persons substituted by novation.
1.7.    any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as modified 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 reference 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 have 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 executed 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 further 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 Assignor), Assignee and Assignor have entered into this Agreement.
 
4.    ASSIGNEES PROPERTY:
 
Parties agree that ownership to Assignees Property shall remain with Assignee, irrespective of whether Assignor actually used them during the creation of Materials. Assignor warrants that shall NOT reproduce, alter, or copy Assignees Property and shall return them upon Assignees request. A list of Assignees Property is set forth in Schedule 2.
 
5.    ASSIGNORS WARRANTIES AND INDEMNITY: [option 1]
 
5.1.    Assignor warrants that:
5.1.1.    the Copyright and/or Intellectual Property assigned to Assignee  by the Assignor under clause 2 comprises original works only, which have not been, and will not be, copied wholly or substantially from any other works,
5.1.2.    the Assignees and any licensees 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 party; 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 all 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 Materials  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 Agreement 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 this 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, including 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 or 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 Assignee 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 alternative 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 of 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 infringe 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 Taxes 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 full 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 any 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 must 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.
 
7.    GST:
 
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 sufficient 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 as 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 connection 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 the 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.
8.2.    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 in 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 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 Expert 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.
8.6.    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 and may be given by being:
9.1.1.    personally delivered or left at the partys current address for notices;
9.1.2.    sent to the partys current address for notices by pre-paid ordinary mail or, if the address is outside Australia, by pre-paid airmail; or
9.1.3.    sent by fax to the partys current fax number for notices.
9.2.    The particulars for delivery of notices are initially:
Assignee: ___________________________________[Mention Address]
 
Assignor: ___________________________________[Mention Address]
 
9.3.    A party may change its particulars for delivery of notices by notice to the other party.
9.4.    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 communication is given if sent by fax, when the senders 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 full at the time indicated on that report.
 
10.    NON-MERGER:
No provision of this Deed merges on execution or termination of this Deed.
 
11.    CUMULATIVE RIGHTS:
The rights and remedies 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 legal 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 deed 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 under 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 Australia].
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 jurisdiction 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 and, 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. All 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 effect. 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 partnership 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 unenforceable, 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:
13.8.1.1.    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 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 of 20__ in the presence of:
… .
Signature of Party
Signature of Witness
… .… ..
Name of Witness
 
Assignee, ______day of 20__, in the presence of:
… .
Signature of Party
Signature of Witness
… .… ..
Name of Witness
 
SCHEDULE 1:
 
List of Materials
 
SCHEDULE 2:
 
List of Assignees Property
 
 
Number of Pages11
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#32582
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Deed of Copyright Assignment
Two Parties (All States)

 

 

 
THIS DEED OF ASSIGNMENT made the ____________ day of 20___.
 
BETWEEN: ________________ [name], ABN/ACN _____________ of ________________[address] ("the Assignor")
 
AND: ________________[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, transfer 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 same titles and interests.
1.2.    Assignees 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 purposes 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 Terms 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 may 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 the 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 conferred 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.
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.    Person 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, without 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 the 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:
 
1.1.    words in the singular include the 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 without 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 to:
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 persons legal personal representatives, successors, assigns and persons substituted by novation.
1.7.    any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as modified 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 reference 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 have 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 executed 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 further 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 Assignor), Assignee and Assignor have entered into this Agreement.
 
4.    ASSIGNEES PROPERTY:
 
Parties agree that ownership to Assignees Property shall remain with Assignee, irrespective of whether Assignor actually used them during the creation of Materials. Assignor warrants that shall NOT reproduce, alter, or copy Assignees Property and shall return them upon Assignees request. A list of Assignees Property is set forth in Schedule 2.
 
5.    ASSIGNORS WARRANTIES AND INDEMNITY: [option 1]
 
5.1.    Assignor warrants that:
5.1.1.    the Copyright and/or Intellectual Property assigned to Assignee  by the Assignor under clause 2 comprises original works only, which have not been, and will not be, copied wholly or substantially from any other works,
5.1.2.    the Assignees and any licensees 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 party; 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 all 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 Materials  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 Agreement 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 this 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, including 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 or 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 Assignee 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 alternative 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 of 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 infringe 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 Taxes 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 full 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 any 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 must 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.
 
7.    GST:
 
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 sufficient 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 as 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 connection 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 the 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.
8.2.    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 in 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 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 Expert 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.
8.6.    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 and may be given by being:
9.1.1.    personally delivered or left at the partys current address for notices;
9.1.2.    sent to the partys current address for notices by pre-paid ordinary mail or, if the address is outside Australia, by pre-paid airmail; or
9.1.3.    sent by fax to the partys current fax number for notices.
9.2.    The particulars for delivery of notices are initially:
Assignee: ___________________________________[Mention Address]
 
Assignor: ___________________________________[Mention Address]
 
9.3.    A party may change its particulars for delivery of notices by notice to the other party.
9.4.    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 communication is given if sent by fax, when the senders 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 full at the time indicated on that report.
 
10.    NON-MERGER:
No provision of this Deed merges on execution or termination of this Deed.
 
11.    CUMULATIVE RIGHTS:
The rights and remedies 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 legal 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 deed 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 under 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 Australia].
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 jurisdiction 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 and, 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. All 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 effect. 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 partnership 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 unenforceable, 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:
13.8.1.1.    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 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 of 20__ in the presence of:
… .
Signature of Party
Signature of Witness
… .… ..
Name of Witness
 
Assignee, ______day of 20__, in the presence of:
… .
Signature of Party
Signature of Witness
… .… ..
Name of Witness
 
SCHEDULE 1:
 
List of Materials
 
SCHEDULE 2:
 
List of Assignees Property
 
 
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