INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
This INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (this “Assignment”) is made and entered into as of August 20th, 2024 (the “Effective Date”), by and between ________, an individual (“Assignor”) and New York City Football Club, LLC, a Delaware limited liability company (“Assignee”).
WHEREAS, Assignor or Assignor’s Parent or Guardian has submitted Artwork via this form to be highlighted on Assignee’s website and/or other digital channels (social media, SMS, email, app) after the Effective Date;
WHEREAS, Assignee intends to publicize Assignor’s name in connection with marketing promotions featuring the Artwork, whereby Assignor will gain exposure for the Artwork;
WHEREAS, Assignor and Assignee now seek to sell, assign, transfer, convey and deliver to Assignee all right, title and interest in and to the Artwork.
NOW, THEREFORE, in consideration of the foregoing and the provisions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Assignment of Intellectual Property. Assignor hereby irrevocably and perpetually sells, assigns, transfers, conveys and delivers to Assignee, free and clear of all liens of any and every kind, nature and description, all right, title and interest of Assignor in, to and under the Artwork owned by Assignor, which includes, without limitation, any and all applicable intellectual property rights, on a worldwide basis, related thereto, including, without limitation, copyrights, trademarks, trade secrets, patents, patent applications, moral rights, contract and licensing rights. Assignor hereby acknowledges that Assignor retains no right to use the Artwork and agrees not to challenge the validity of Assignee’s ownership of the Artwork.
2. Representations and Warranties. Assignor represents that the Artwork is an original work of authorship and she owns all right, title and interest in the Artwork prior to the Effective Date.
3. Waiver of Liability/Publicity Release. Assignor hereby voluntarily releases and discharges Assignee, and each of its officers, directors, representatives, employees, sub-contractors, sponsors, parent companies, subsidiaries, affiliates, successors and assigns (collectively, the “Released Persons”) from any and all claims, demands, damages, costs, liabilities and expenses (including without limitation reasonable legal fees and expenses) which Assignor may have, whether known or unknown, asserted or not asserted, arising out of the Artwork or participation in Kids Night, whether caused by negligence or otherwise. Assignor grants to Assignee and its designees the right to publicize the Artwork and Assignor’s name, address (city and state of residence), photograph, voice and/or other likeness in any and all media now known or hereafter devised, throughout the world, in perpetuity, without additional compensation or consideration, notification or permission, unless prohibited by law.
4. Moral Rights. Any assignment of copyrights under this Assignment includes all moral rights. To the extent moral rights cannot be transferred or assigned under applicable law and to the extent allowed by applicable law, Assignor hereby waives all moral rights with respect to all copyrights and copyrightable works included in the Artwork, and all uses thereof, and consents to any action of Assignee that would violate such moral rights in the absence of such waiver or consent.
5. Further Assurances. Assignor agrees that, at any time, upon the reasonable request of the Assignee, Assignor will execute and deliver all papers and do all acts which may be necessary or desirable for vesting title to the Artwork in Assignee, its successors, assigns and legal representatives or nominees, and otherwise to do the necessary to give full effect to and to perfect the rights of the Assignee under this Assignment, including the execution, delivery and procurement of any and all further documents evidencing this Assignment, transfer and sale as may be necessary or desirable.
6. Assignor Covenant. Assignor hereby covenants that no assignment, sale, agreement or lien has been or will be made or entered into which would conflict with this Assignment.
7. Entire Agreement. This Assignment constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior discussion, correspondence, negotiation, proposed term sheet, agreement, understanding or arrangement between the parties with respect to such subject matter.
8. Severability. If any provision of this Assignment is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions of this Assignment shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Assignment so as to affect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
9. Counterparts. This Assignment may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Assignment by .pdf, .tif, .gif or similar attachment to electronic mail, or other electronic means, shall be as effective as delivery of a manually executed counterpart of this Assignment.
10. Governing Law. This Assignment shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Assignment shall be governed by, the internal laws of the State of New York, without giving effect to provisions thereof regarding conflict of laws.
11. Amendments and Waivers. This Assignment may not be modified or amended except by an instrument or instruments in writing signed by the party against whom enforcement of any such modification or amendment is sought. Any failure of Assignor or Assignee to comply with any obligation, covenant, agreement or condition contained herein may be expressly waived in writing by Assignor, in the event of any such failure by Assignee, or Assignee, in the event of any such failure by Assignor. The waiver by any party of a breach of any term or provision of this Assignment shall not be construed as a waiver of any subsequent breach or any other provision.
12. Headings. The section and article headings contained in this Assignment are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Assignment.
IN WITNESS WHEREOF, Assignor has executed this Intellectual Property Assignment Agreement as of the Effective Date.
If Assignor is under 18 years old, this form must be signed by Assignor’s parent or legal guardian.
