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Law Educator, Esq.
Law Educator, Esq., Attorney
Category: Business Law
Satisfied Customers: 115452
Experience:  All corporate law, including non-profits and charitable fraternal organizations.
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Have a few questions on a agreement

Customer Question

Have a few questions on a agreement
Submitted: 1 year ago.
Category: Business Law
Expert:  Law Educator, Esq. replied 1 year ago.
Thank you for your question. I look forward to working with you to provide you the information you are seeking for educational purposes only.
What are your questions?
Customer: replied 1 year ago.
Hi I spoke to Just answer customer support person a couple of days back related to this question and they have confirmed me that they will delete my questions and the answer from you. Because this is most sensitive doc I am asking you legal advice. So i do not want this question to be in the public domain. Please assure that before we proceedQuestion 1: Difference between assignment and agreement. What are the disadvantages of going in the Assignment deed for the sellerQuestion 2:
in this assignment deed what does it mean by "foregoing covenant "
See the clause 5.2. Towards consideration for the foregoing covenant of non-competeQuestion 3: What does the Termination Clause (tenth clause) means. Does the buyer can come back for the money what he paid me after purchasing the IP rights
Customer: replied 1 year ago.
I still have a few more questions related to this agreement. As a seller of IP how do I protect from Clause 10 (Terms and Termination) and Clause 11 (Severability, Survival and Waiver). What can I add here to protect myself as a seller of IP assignment?
Customer: replied 1 year ago.
In Clause 8.2 -- I don't understand the meaning of "Except for the foregoing Indemnity obligation"
Expert:  Law Educator, Esq. replied 1 year ago.
Thank you for your reply. Of course when we are done I will get someone from customer service to lock this from view.
1) An assignment is a type of agreement. Here seller has rights and seller is agreeing to assign them to the buyer. An assignment is a transfer of rights from seller to buyer. It is not a sale, because the ownership does not transfer according to 10 until the deeds and documents to give the buyer ownership title of the IP is completed.
2) Foregoing covenant refers back to 4.1 the covenant to not compete. Seller is getting $4000 to agree to 4.1 not to compete.
3) Paragraph 10 means the buyer does not get title to the IP, only the seller's agreement that they can use the IP rights UNTIL the seller has the documentation to transfer that title in the IP to the buyer in whole.
4) 8.2 refers to 8.1 where in 8.1 it says the seller agrees to handle any legal action involving the IP and would pay the buyer legal fees in event buyer is sued over the IP. 8.2 says other than that duty of the seller, there is no other liability for indirect damages or punitive damages or other damages other than indemnification in the event buyer is sued over the IP.
Customer: replied 1 year ago.
How do i protect from Clause 10 as it seems more biased to the buyer
Expert:  Law Educator, Esq. replied 1 year ago.
Thank you for your reply.
Clause 10 protects you and the buyer, it says that once you get all of the documentation needed to turn over ownership to the buyer so the buyer can obtain the IP rights in their name, you will do so. It protects both buyer and seller, not just the buyer.
Customer: replied 1 year ago.
Say buyer mishandles the IP and it goes to public domain -- How can i protect myself in this case?
Customer: replied 1 year ago.
I won't mishanlde the IP (software codes) deliberately but I cannot say the same for the buyer
Customer: replied 1 year ago.
I've added these lines to protect myself from 7.1.2 --- Assignee understands that this very useful, complex IP material with 1000s of lines of software code must be maintained and well operated to get the maximum benefitDo you have any thoughts on this?
Expert:  Law Educator, Esq. replied 1 year ago.
Thank you for your reply.
You would need to include a clause in the contract stating that "Buyer agrees to be liable to maintain and protect the code and will be in breach of contract for any harm caused to the code, including but not limited to loss to public domain." That would protect you on that.
Customer: replied 1 year ago.
I've added these lines to protect myself from 7.1.2 --- Assignee understands that this very useful, complex IP material with 1000s of lines of software code must be maintained and well operated to get the maximum benefitThe buyer can come back to me saying that i did not write my code with due diligence, under these circumstances how can i protect myself? Will the above statement help me?
Customer: replied 1 year ago.
Hi r u there
Customer: replied 1 year ago.
in 8.1 what is violation of applicable law means
Expert:  Law Educator, Esq. replied 1 year ago.
Thank you for your reply
I sent you the suggested wording, but your wording is fine.
Violation of applicable law just means any law that may be alleged to be violated, including someone else claiming copyright infringement against you or the buyer over this software.
Customer: replied 1 year ago.
I didn't receive your suggested wordings. Can you please send it again?
Customer: replied 1 year ago.
Assignee at their own cost should apply for trademark, copyrights or any other filing that they feel is necessary in a particular country, state, county that they wish to operate -- Is this line correct? Can i add this to the agreement?
Customer: replied 1 year ago.
Assignee should keep their own terms and conditions, privacy policy, pricing, sales tactics, sales strategy, business model according tho the way they wish to conduct business etc and operate this portal -- Is the wording right?
Customer: replied 1 year ago.
I don't have any documentation for my software code. How do i protect myself from this -- 2.3. Assignor hereby represents and warrants that Assignor has not retained any copy of the IP Materials. Should any such copy remain inadvertently with the Assignor, Assignor shall turn them over to Assignee simultaneously with the execution of this Assignment or immediately upon its discovery thereafter. Until so delivered to the Assignee, any such copy shall be deemed to be held by the Assignor in trust for the Assignee. Without prejudice to the foregoing, from the Effective Date of the Assignment, the Assignee and not the Assignor shall own all such copies and Assignor shall not have any right to use the copies in any manner whatsoever
Customer: replied 1 year ago.
a scenario where BUyer's programmers enhance the code and by that action they infringe upon someone else's IP rights. The buyer will definitely come to me and say its my fault -- Can i hold a copy of the software to protect myself i.e to prove the original code did not cause the infringement? 2.3 suggests otherwise
Customer: replied 1 year ago.
u there
Customer: replied 1 year ago.
u there??
Expert:  Law Educator, Esq. replied 1 year ago.
Thank you for your reply. I am online about 6AM every day, usually by 9PM I have to stop as it is a long day. Sorry for the delay.
You would need to include a clause in the contract stating that "Buyer agrees to be liable to maintain and protect the code and will be in breach of contract for any harm caused to the code, including but not limited to loss to public domain."
You can make the assignee responsible for all costs to register the IP and that statement is fine.
You can also make the assignee responsible for having their own policies and that clause is fine.
All you need to document the IP is whatever computer files you have from development. If you have nothing then there is nothing you could turn over.
You can hold a copy of the code to show what your original code was to you can prove what that code was.