ASSIGNMENT AGREEMENT

THIS ASSIGNMENT AGREEMENT is effective the _____ day of ____________________, 20_____ (the “Effective Date”) between the University of New Brunswick, a University established by a Special Act of the Legislature of the Province of New Brunswick having an office at the City of Fredericton, in the Province of New Brunswick (the “University”) and ___________________________________ and ___________________________________ (collectively the “Researchers”).

WHEREAS the Researchers have created certain intellectual property entitled _____________________________________, more specifically described in Schedule “A” to this Agreement, and are desirous of entering into this Agreement to obtain support and assistance from the University to manage and transfer the intellectual property for commercial use as more particularly described hereinafter;

AND WHEREAS the University is willing to provide such support and assistance to the Researchers, and is desirous of entering into this Agreement to support the management and transfer of the intellectual property on the terms and conditions described hereinafter.

NOW THEREFORE IN CONSIDERATION of their respective obligations set out below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties to this Agreement agree as follows:

DEFINITIONS

The definitions for terms used in this Agreement are provided hereto.

“Agreement” shall mean this Assignment Agreement, and includes Schedule “A” and Exhibit 1 hereto.

[NTD: If it is known that there will be no patent protection involved, remove reference to Exhibit 1 here and in Article 2.2, and remove Exhibit 1 template at bottom]

“Confidential Information” shall mean technical and business information relating to the Technology, patentable ideas, copyrights and/or trade secrets, existing and/or contemplated products and services, software, schematics, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.

“Improvement” shall mean any improvements, variations, updates, modifications, and enhancements made or acquired by the Researchers relating to the Technology at any time after the Effective Date.

“Intellectual Property Right” shall mean any and all patents, trade-marks, trade names, copyright, software (including without limitation, source code and object code), domain names, industrial designs, design patents, mask works, and integrated circuit topographies acquired under any statute law or act in any country and shall also include all registrations and applications (including without limitation, continuation, continuation-in-part, divisional, reissue and renewal applications and registrations) for the foregoing, trade secrets, knowledge, techniques, methods, know-how and show-how, and any and all other related property rights and goodwill, and including all registrations and applications for Improvements which exist or may in future come into existence.

“Revenue” shall mean any and all income in the form of money or an in-kind contribution valued in money, however derived and in whatever form including royalty payments, license fees, lump sum payments, or other benefits arising out of the transfer of the Technology to one or more third parties or from the use or sale of the Technology by such third parties.

“Technology”	shall mean any and all technology and inventions (whether or not patentable) invented, developed, and/or acquired prior to the Effective Date by the Researchers relating to the technology described in Schedule “A” hereto, as amended from time-to-time, including, without limitation, all research, data, specifications, instructions, manuals, papers, or other materials of any nature whatsoever, whether written or otherwise, relating to same.

ASSIGNMENT

The Researchers hereby assign their entire right, title, and interest in and to the Technology, and in and to the Intellectual Property Rights in and related to the Technology, to the University. Subject to Article 2.3, the Researchers hereby and irrevocably waive any and all moral rights in and to the Technology, and in and to the Intellectual Property Rights related to the Technology.

At the request of the University, the Researchers agree without further consideration or payment to execute and deliver any and all such instruments and papers, including the Assignment attached hereto as Exhibit 1, as may be from time-to-time considered reasonably necessary by the University to accomplish or confirm said Assignment or to transfer and vest title in the Technology and Improvements.

The Parties agree that the Researchers can publish results relating to the Technology in a thesis, research papers, final report or a scientific journal provided that no Confidential Information in the Technology is published or otherwise disclosed without the prior written consent of the University as set out in Article 4.2. Copyright and moral rights in any thesis, research paper, final report or scientific journal article developed by the Researchers shall remain the property of the Researchers.

The Researchers represent and warrant that the rights and property herein conveyed are free and clear of any encumbrance, and that they have full right to convey the same as herein expressed.

RESEARCHERS’ RIGHTS AND IMPROVEMENTS

The University acknowledges that the Researchers have the right to use the Technology and any Improvements for research and educational purposes, and to further develop and improve the Technology.

The Researchers acknowledge and agree that they shall jointly and severally have the obligation to advise and inform the University, from time-to-time, of Improvements which one or more of the Researchers have developed at the University and, when not prevented by other University contractual obligations, shall transfer and assign such Improvements to the University if requested by the University within sixty (60) days of said request by the University.

PATENTS AND COPYRIGHT

The Researchers agree that they will, without further consideration or payment, provide all assistance which is reasonably required by the University to prepare and prosecute patent applications filed by or assigned to the University, to register copyright and to file any application under trade-mark or any other form of intellectual property legislation which may be required to protect the Technology or Improvement in any country, territory, or jurisdiction.

The Researchers agree not to disclose, and to maintain in confidence the Technology and any Improvements, without the prior written consent of the University or if such information is or becomes a matter of public knowledge without breach of this Agreement. A request to the University by the Researchers for prior written consent shall be made in writing to the University at least sixty (60) calendar days prior to the date on which the Researchers desire to make the disclosure.

UNIVERSITY SUPPORT AND SERVICES

The University will undertake, as appropriate, one or more of the following activities with respect to the Technology:

conduct a preliminary assessment of the Technology;

develop with assistance of the Researchers a technology transfer strategy;

actively seek licensees for the Technology;

assist in the transfer of the Technology to a company when appropriate;

prepare and negotiate non-disclosure, option, license, and other agreements in implementing the technology transfer strategy;

administer non-disclosure, option, license, and other such agreements; and

provide financial accounting and reporting services for option, license, and other such agreements.

It is understood that costs associated with the services in Article 5.1 above will be absorbed by the University in the first instance and recovered out of its share of Revenues. Additional expenditures for such items as product development, more extensive market research, marketing, copyright, patent, and legal fees may be funded by third parties or by the University. If funded by third parties, and the University is required to repay the funding, the costs may either be reimbursed as part of a royalty or license agreement or repayable in a lump sum out of future Revenue. Such repayment will constitute a reduction from Revenue prior to sharing between the Researchers and the University. If the expenditures are funded by the University, repayment will be made to the University on the basis set out in Article 7.

RESEARCHERS’ WARRANTY

The undersigned Researchers hereby both jointly and severally warrant and certify that to the best of their knowledge and belief, they are the sole and first creators, inventors, and/or developers of the Technology, they have full and complete rights to the Technology, and that, to the best of their knowledge and belief, the Technology does not infringe on and is not subject to any other proprietary rights of any third party.

In the event that a party other than a Researcher claims any right, title, or interest in the Technology or Intellectual Property Right, the Researchers agree that the proven or verified rights or interest of any such party shall be accommodated out of the Researchers’ share as provided in Article 7.

REVENUE SHARING

After payment of all then existing out-of-pocket costs associated with the Technology or Improvements, and product development, market research, marketing, Intellectual Property Rights acquisition and protection, and legal fees, the University shall distribute to the Researchers fifty percent (50.0%) of the Revenue.

The Researchers acknowledge and agree that Revenue will be distributed as follows:

Name	Percentage of Revenue

University of New Brunswick	50.0%

___________________________________	____%

___________________________________	____%

Payments to the Researchers will be made by the University periodically in accordance with its current policy and practice.

Payments will be made in Canadian funds or equivalent. Revenue received in other than Canadian funds will be recorded at the rate of exchange in effect at the date of receipt.

TERM AND TERMINATION

This Agreement shall have a term which extends from the Effective Date to the latest date of expiry of a patent included in the Technology obtained by the University or its assigns, and in the event the Technology is protected under the provisions of copyright law, the term shall be the longer of: a period of twenty (20) years following the Effective Date, or upon expiry of the last patent claiming all of any part of the Technology or an Improvement.

The University shall have the right to terminate this Agreement when in the sole opinion of the University there appears to be no reasonable prospect or expectation of the successful protection or commercialization of the Technology. In the event of termination pursuant to this Article 8.2, the University shall be released from its obligation to pay any further costs associated with the Technology and will negotiate a settlement with the Researchers for any claim the University may have against Revenues ultimately derived from the Technology. The University shall advise the Researchers of its intention to terminate the Agreement pursuant to Article 8.2 by notice in writing sent to the Researchers in accordance with Article 10.

In the event of a termination of the Agreement under Article 8.2, the University shall upon written request by all of the Researchers reassign all right, title, and interest in the Technology and any Improvements to the Researchers or such other single third party as may be identified in writing by all of the Researchers, subject to satisfactory arrangements being made with the Researchers or the said third party for sharing of Revenues derived from the Technology.

ASSIGNMENT OF THE INTELLECTUAL PROPERTY RIGHTS

The Researchers acknowledge and agree that the University may assign the Intellectual Property Rights assigned to the University under this Agreement to a third party with the prior written consent of ___________________________________, which consent shall not be unreasonably withheld.

NOTICE

Any notice, payment, or communication required under this Agreement shall be addressed to the University at:
University of New Brunswick
PO Box 4400
3 Bailey Drive, Room 215
Fredericton, New Brunswick E3B 5A3
Attention: Executive Director, Research Services
with a copy to the Researchers at:
___________________________________
___________________________________
___________________________________
___________________________________.

GENERAL

Headings: The headings in this Agreement are for ease of reference only; they do not affect its construction or interpretation.

Severability: If any article or part of an article contained in this Agreement shall be judicially held invalid or unenforceable, the remainder of this Agreement shall be interpreted as if such article or part of an article had not been included.

Waiver of rights: If a Party fails to enforce, or delays in enforcing, an obligation of the other Party, or fails to exercise, or delays in exercising, a right under this Agreement, that failure or delay will not affect its right to enforce that obligation or constitute a waiver of that right. Any waiver of any provision of this Agreement will not, unless expressly stated to the contrary, constitute a waiver of that provision on a future occasion.

No agency: Nothing in this Agreement creates, implies or evidences any partnership or joint venture between the Parties, or the relationship between them of principal and agent. Neither Party has any authority to make any representation or commitment, or to incur any liability, on behalf of the other.

Entire agreement: This Agreement constitutes the entire agreement between the Parties relating to its subject matter and supersedes all other documents or agreements, whether written or verbal, in respect of the subject matter. Each Party acknowledges that it has not entered into this Agreement on the basis of any warranty, representation, statement, agreement or undertaking except those expressly set out in this Agreement.

Formalities: Each Party will take any action and execute any document reasonably required by the other Party to give effect to any of its rights under this Agreement, or to enable their registration in any relevant territory provided the requesting Party pays the other Party’s reasonable expenses.

Successors and Assigns: This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted transferees and assignees.

Amendments: No variation or amendment of this Agreement will be effective unless it is made in writing and signed by each Party's representative. This Agreement may not be amended except in writing by all of the Parties.

Counterparts: This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile or electronic transmission shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties transmitted by facsimile or electronic transmission shall be deemed to be their original signatures for all purposes.

Force Majeure: Neither party to this Agreement shall be liable to the other for any failure or delay in performance by circumstances beyond its control, including but not limited to, acts of God, fire, labour difficulties, or governmental action.

Applicable Law: This Agreement shall be governed by and construed in accordance with the laws in force in the Province of New Brunswick and the applicable laws of Canada. The Parties attorn to the jurisdiction and venue of the courts of New Brunswick in respect of any matter relating to this Agreement.

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first herein set forth.

THE UNIVERSITY OF NEW BRUNSWICK ___________________________ Executive Director, Office of Research Services Date: ____________________________

WITNESS	RESEARCHER

Signature:	Signature:

Name: (Print) ____________________	Name: (Print) ____________________

Date: (Print) _____________________	Date: (Print) _____________________

WITNESS	RESEARCHER

Signature:	Signature:

Name: (Print) ____________________	Name: (Print) ____________________

Date: (Print) _____________________	Date: (Print) _____________________

Schedule A

[Add digital copy of Invention Disclosure form, Patent Application, or equivalent document.]

Exhibit 1

ASSIGNMENT

FOR GOOD AND VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged:

We, ___________________________________ and ___________________________________ (Names of Researchers), whose addresses are ___________ and ___________, respectively, being the only _____ (#) joint and original inventors, have agreed and hereby agree to assign for good and valuable consideration, receipt of which is hereby expressly acknowledged, and do hereby sell, assign and transfer unto

UNIVERSITY OF NEW BRUNSWICK (the “Assignee”) whose address is 3 Bailey Drive, Room 215, Fredericton, New Brunswick, E3B 5A3, Canada and its successors, assigns and legal representatives, the entire right, title and interest, for all countries in and to the inventions relating to the

____________________________________________________________ (Title of Invention)

described in the ___________________________________ (e.g., Invention Disclosure Form or Patent Application, etc.) dated _________________________ (date) and to any invention(s) and improvement(s) set forth in said ___________________________________ (e.g., Invention Disclosure Form or Patent Application, etc.), and any and all applications, continuations, continuations-in-part, divisionals, and renewals of and substitutes for Letters Patent for said invention(s) and improvement(s), and all the rights and privileges under any and all Letters Patent that may be granted therefor in any country, and any reissues, or reexaminations, or extensions of said Letters Patent. We request that any and all Letters Patent for said inventions and improvements be issued to said Assignee, its successors, assigns and legal representatives, or to such nominees as it may designate.

We agree that, when requested, we will, without charge to said Assignee, sign all papers, take all rightful oaths, and do all acts which may be necessary, desirable or convenient for securing and maintaining patents for said inventions in any and all countries and for vesting title thereto in said Assignee, its successors, assigns and legal representatives or nominees.

We authorize and empower said Assignee, its successors, assigns and legal representatives or nominees, to invoke and claim for any application for patent or other form of protection for said inventions and improvements filed by it or them, the benefit of the right of priority provided by the Patent Cooperation Treaty, the Paris Convention, and the International Convention for the Protection of Industrial Property, as amended, or by any convention which may henceforth be substituted for said treaties and conventions, and to invoke and claim such right of priority without further written or oral authorization from us.

We hereby consent that a copy of this assignment shall be deemed a full legal and formal equivalent of any assignment, consent to file or like document which may be required in any country for any purpose and more particularly in proof of the right of said Assignee or nominee to claim the aforesaid benefit of the right of priority provided by any international treaty or convention which may henceforth be substituted for it.

We covenant with said Assignee, its successors, assigns and legal representatives, that the rights and property herein conveyed are free and clear of any encumbrance, and that we have full right to convey the same as herein expressed.

IN WITNESS WHEREOF, we have hereunto signed our names on the day and year set forth below.

EXECUTED at	this	day of	20__
(City and Country)	(Day)	(Month)
Witness:	____________________________ Inventor’s Name
Signature
Name
Date:

EXECUTED at	this	day of	2017__
(City and Country)	(Day)	(Month)
Witness:	____________________________ Inventor’s Name
Signature
Name
Date:

[ADD ADDITIONAL INVENTOR SIGNATURE BLOCKS AS NECESSARY]