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HomeMy WebLinkAboutContracts & Agreements_97A-2022ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS WHEREAS, the undersigned author of creative work, Pennington Designs (hereinafter referred to as "ASSIGNOR"), has created onginal works of authorship fixed in a tangible medium of expression (hereinafter termed "WORK" and/ or "WORKS"), namely the following matenals THE CITY OF REDLANDS LOGOTYPE This refers to all logotypes created by Pennington Designs as commissioned by Paul Barich and donated to the City of Redlands Specifically, this includes, but is not limited, to the new City Logo adopted by the Redlands City Council at the June 7 2022 City Council meeting, graphics and all other proofs, drafts and other items associated with the logotype created by Pennington Designs as commissioned by Paul Barich and donated to the City of Redlands as shown in Exhibit "A" attached WHEREAS, the City of Redlands (hereinafter termed "ASSIGNEE"), accepted the donation of the WORK from Paul Barich on June 7, 2022, and now seeks to acquire the entire right, title, and interest in and to and under said WORKS and in and to any intellectual property rights including under any common law or copyrights of registration thereon arising and/or granted in the United States, its territorial possessions and any foreign countnes NOW, THEREFORE, for good and valuable consideration, the receipt of which has been received by said ASSIGNOR from said ASSIGNEE, the receipt and sufficiency of which is hereby acknowledged by said ASSIGNOR, the parties hereby agree as follows 1 ASSIGNOR hereby sells, assigns, transfers and sets over unto the ASSIGNEE, its successors and assigns the entire title, right and interest in and to the WORK, and to all common law or similar legal protection arising therefrom, not only in the United States and its territorial possessions, but in all countries foreign thereto to be obtained for said WORK by said legal protection thereof or any legal equivalent thereof in a foreign country for the full term or terms for which the same may be granted, including all priority nghts under any International Convention 2 ASSIGNOR does hereby grant to ASSIGNEE the nghts to do any and all acts necessary or appropnate to protect the nghts granted herein such as secunng copynght/trademark registration, renewals, reissues and extensions, to institute any actions to defend ASSIGNEE's ownership over the WORK, to collect any income, royalties, damages, and payments derived from past, present, or future infringement of the WORK, and to enjoy all rights provided for the WORK through copyright and trademark laws enacted in the United States, its territorial possessions and any foreign countries 3 ASSIGNOR does hereby waive any and all "moral" rights associated with the WORK under the Visual Artists Rights Act ("VARA" 17 U S C S section 106A) and/or the California Art Preservation Act ("CAPA" Cal Civ Code section 987), to the extent that those laws apply to the WORKS created for and commissioned by Paul Barich and donated to ASSIGNEE "Moral" rights waived include, but are not limited to, the nghts to be known as the author, to object to any alterations to the WORK, to prevent others from being named as author of the WORK, to prevent others from falsely attributing to one the authorship of work that one has not in fact written, to prevent others from making deforming changes to the WORK, to withdraw the WORK from distribution if it no longer represents the brand of the ASSIGNEE, and to prevent others from using the WORK or the author's name in such a way as to reflect on the author's professional standing 4 ASSIGNOR does hereby warrant and represent that it is the sole creator and owner of all rights in and holds the complete and undivided copyright/ trademark interest to the WORK, if any 5 ASSIGNOR covenants to ASSIGNEE that it has not entered into any assignment, contract, or understanding in conflict herewith, and that the WORK is free and clear of any hens, encumbrances, license, or legal claims of any nature contesting ownership, moral nghts, use or creation of the WORK 6 ASSIGNOR does hereby agree to execute all papers and to perform such other proper acts, as ASSIGNEE may deem necessary to secure for ASSIGNEE (or its designee) the rights herein assigned 7 ASSIGNOR further covenants that ASSIGNEE will, upon its request, be provided promptly with all pertinent facts and documents relating to any existing or pending copyright applications, and will testify as to the same in any litigation related thereto and will promptly execute and deliver to ASSIGNEE or its legal representatives any and all papers, instruments or affidavits required to apply for, obtain, maintain, issue and enforce said invention and copyright and said equivalents thereof in any foreign country which may be necessary or desirable to carry out the purposes thereof 2 8 ASSIGNOR and ASSIGNEE do hereby recognize that this Assignment of Intellectual Property Rights ("Assignment") is governed by the laws of the State of California 9 ASSIGNOR and ASSIGNEE do hereby acknowledge that this Assignment contains the entire and only agreement between the parties with regard to ownership of the intellectual property of the WORK and supersedes all pre- existing agreements between them related to this subject matter Any representation, promise, or condition in connection with said subject matter that is not incorporated in this Assignment shall not be binding upon either party No modification, renewal, extension, and/or waiver of this Assignment or any of its provisions shall be binding upon the party against whom enforcement of such modification, renewal, extension, or waiver is sought, unless made in writing and signed on behalf of such party by one in authority to do so 10 ASSIGNOR and ASSIGNEE each covenant to perform all acts and execute and deliver all documents as may be necessary or appropriate to carry out the intent and purposes of this Assignment ASSIGNOR Executed this 6th day of June , 2022 in Redlands, California Name Richard Pennington Title Owner 3 EXHIBIT A 4