DATE 2017 DSG RETAIL LIMITED [ ] ASSIGNMENT OF [INTELLECTUAL PROPERTY]
IP ASSIGNMENT DATE 2017 PARTIES 1 [ ] (an individual) whose [primary address is at] [ ] (the Assignor ) 2 DSG Retail Limited (No. 504877) incorporated under the laws of England and Wales whose registered office is at 1 Portal Way, London, W3 6RS (the Assignee ) RECITALS A B C D The Assignee wishes to engage developers and artists in creating creative content for certain business activities of the Assignee (the Creative Invite Project );; The Assignee has engaged the Assignor to submit and create creative content for the Creative Invite Project through the intermediary company TalentHouse Inc. ( TalentHouse ), a company with its principle place of business located in for the use and ownership of the Assignee who may, at its absolute discretion provide a licence to Microsoft Limited (company number 01624297) is a company registered in England and Wales whose registered office is at Microsoft Campus, Thames Valley Park, Reading RG6 1WG ( Microsoft );; The Assignor is the beneficial owner and registered proprietor of the Intellectual Property;; It is agreed that the Assignor shall assign (or procure that the relevant Affiliate shall assign) absolutely the Intellectual Property to the Assignee, together with all or any goodwill of the Assignor (or such Affiliate)] in the business relating to the Creative Invite Project. AGREEMENT 1 Definitions In this Assignment the following words shall have the following meanings:- Affiliate: the relevant group company of the Assignor, being its subsidiaries, its holding companies and any subsidiaries of any such holding company, "subsidiary" and "holding company" having the meanings ascribed to those terms in section 1159 of the Companies Act 2006;; Business Days: any day which is not a Saturday, a Sunday or a bank or a public holiday in [England];; Parties: the parties to this Assignment;; Works: the works described in Schedule 1. 2 Assignment 2.1 In consideration of the sum of [ ], receipt of which is acknowledged by the Assignor] the Assignor transfers and assigns (including by way of present assignment of future right) to the Assignee absolutely and shall procure that any 2
relevant Affiliate shall transfer and assign (by way of future assignment) in each case with full title guarantee (free of all licences, mortgages, pledges, charges, liens, encumbrances, fixed or floating charges or other security interest of any kind whatsoever all the property, right, title and interest) the following rights: 2.1.1 the entire copyright and all other rights in the nature of copyright subsisting in the Works and in all preliminary drafts or earlier versions of the Works;; 2.1.2 any database right subsisting in the Works and in all preliminary drafts or earlier versions of the Works;; and 2.1.3 all other rights in the Works of whatever nature, whether now known or created in the future, to which the Assignor is now, or at any time after the date of this agreement may be, entitled by virtue of the laws in force in the United Kingdom and in any other part of the world, 2.1.4 as well as the right to sue for damages and all other remedies in respect of any infringement or any passing off or breach of unfair competition or other intellectual property rights in relation to any of the above which may have occurred prior to the date of this Assignment has used, up to and including the date of this Assignment TO HOLD the same unto the Assignee, its successors and assignees absolutely for the whole duration of the same together with any renewals, reversions and extensions throughout the world. 2.2 The expression with full title guarantee in Clause 2.1 means that the Assignor gives to the Assignee the covenants set out in Part I of the Law of Property Act 1994 but as if Section 6(2) and the wording other than any other charges, encumbrances or rights which that person does not and could not reasonably be expected to know about in Section 3(1) of that Act had not been enacted [, and the covenants set out in the first paragraph of Part 1 of the Second Schedule to the Law of Property Act 1925 shall apply. 2.3 Immediately upon completion of the Assignment, the Assignee shall grant to the Assignor taking place, a non-exclusive, royalty free, limited licence to use the Works for the purposes of showcasing the Work in the Assignor s professional portfolio only. 3 Warranty and Undertaking 3.1 The Assignor warrants that, as at the date of delivery of the Works to the Assignee: 3.1.1 the Works shall be the original work of the author(s), and have not been and will not be copied wholly or substantially from any other work or material or any other source;; 3.1.2 the Assignor shall be the sole legal and beneficial owner of the rights assigned by this agreement and the Assignor is the sole author of the Works which have not been and will not be created in the course of employment;; 3.1.3 the Works shall qualify and for copyright protection under the Copyright, Designs and Patents Act 1988;; 3.1.4 the Assignor shall not assign or license any of the rights assigned by this agreement;; 3
3.1.5 the rights assigned by this agreement shall be free from any security interest, option, mortgage, charge or lien;; 3.1.6 the Works shall not infringe the rights of any third party;; 3.1.7 the exploitation of the rights assigned by this agreement will not infringe the rights of any third party;; 3.1.8 the Works shall contain nothing that is defamatory or indecent;; and 3.1.9 all published editions of the Works will have carried a notice satisfying the requirements of the Universal Copyright Convention. 4 Indemnity 5 Moral Rights The Assignor will keep the Assignee fully indemnified (on an after tax basis) against all actions, claims, proceedings, costs and damages (including any damages or compensation paid by the Assignee on the advice of its legal advisors to compromise or settle any claim) and all legal costs or other expenses arising out of any breach of the warranties and undertakings contained in this Assignment or out of any claim by a third party based on any facts which, if substantiated, would constitute such a breach. The Assignor hereby irrevocably and unconditionally waives and shall procure all necessary waivers of all moral rights in respect of the material which is the subject of the Copyright to which he may now or at any time in the future be entitled under or pursuant to the Copyright, Designs and Patents Act 1988 Chapter IV or otherwise and under any similar laws in force from time to time and the Assignor declares that this waiver shall operate in favour of the Assignee, its licensees, assigns and successors in title. 6 General 6.1 The Parties shall, and shall use their respective best endeavours to procure that any necessary third party shall, do and execute and perform at the Assignor s cost all such further deeds, documents, assurances, acts and things as either of them may reasonably require by notice in writing to give effect to the terms of this Assignment. 6.2 This Assignment constitutes the entire agreement between, and understanding of, the Parties with respect to the subject matter of this Assignment and supersedes any other prior written or oral agreement(s) or arrangement(s) between the Parties in relation thereto. 6.3 If one or more of the provisions or part(s) of a provision of this Assignment are at any time found to be invalid by a court, tribunal or other forum of competent jurisdiction, or rendered unenforceable, that decision shall not invalidate or void the remainder of this Assignment or, in the case of such a decision in relation to a part of a provision, that decision shall not invalidate or void the remainder of that provision. This Assignment shall be deemed amended by modifying or severing such provisions or parts of provisions as necessary to render it valid, legal and enforceable while preserving its intent, or if that is not possible, by substituting another provision or another part of a provision that is valid, legal and enforceable which materially gives effect to the Parties intent. 4
6.4 Unless expressly provided otherwise, all representations, warranties, undertakings, agreements and obligations made, given or entered into in this Assignment by more than one person are made, given or entered into jointly and severally. 6.5 This Assignment may be amended, modified, superseded or cancelled and any of its terms, covenants, representations, warranties, undertakings or conditions waived only by an instrument in writing signed by (or by some person duly authorised by) the Parties or, in the case of a waiver by the Party waiving compliance. 6.6 This Assignment is in addition to and shall not merge with or otherwise affect any other right, remedy or security now or hereafter held by the Assignee and may be enforced notwithstanding the existence of the same. 7 Rights of Third Parties 8 Notices No term of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party. 8.1 Any notice to be served in connection with this Assignment shall be in writing (which, for the avoidance of doubt, shall include facsimile transmission) and any notice or other correspondence under or in connection with this Assignment shall be delivered or transmitted by facsimile transmission or by special delivery to the Assignor to the address set out against its name at the head of this Assignment or at any other address from time to time notified by the Assignor to the Assignee. 8.2 Any such notice or correspondence shall be deemed to have been served as follows: 8.2.1 in the case of delivery, on delivery if delivered between 9.00 a.m. and 5.00 p.m on a Business Day and, if delivered outside such hours, at the time when such hours re-commence on the first business day following delivery;; 8.2.2 in the case of service by special delivery, 24 hours from the date of posting;; or 8.2.3 in the case of facsimile transmission (subject to printed confirmation of error free transmission) on the day it is transmitted provided that if that day is not a Business Day or, being a Business Day, transmission takes place after 5.00 p.m, then at 9.00 a.m. on the first Business Day following transmission of the notice. 8.3 Subject as provided in Clause 8.2, in proving such service (other than service by telex transmission or facsimile transmission) it shall be sufficient to prove that the notice or correspondence was properly addressed and left at or posted by special delivery to the place to which it was so addressed. 8.4 For the avoidance of doubt, notice given under this Assignment shall not be validly served if sent by e-mail. 9 Governing Law and Jurisdiction 9.1 This Assignment is governed by the laws of England and Wales and the Parties submit to the exclusive jurisdiction of the English Courts as regards any claim, dispute or matter arising out of or relating to this Assignment or any of the documents to be executed pursuant to this Assignment. 5
The Parties or their duly authorised representatives have accordingly executed this Assignment on the date stated above. 6
Schedule 1 The Works The artistic works to be created for the Assignee including (but not limited to) animation, GIFs, short form content, storytelling video, graphic design, illustration (including drafts and previous versions).
EXECUTED by ) [ ] ) acting by [ ] ) and [ ] ) [Director] [Director/Secretary] EXECUTED by ) [ ] ) acting by [ ] ) and [ ] ) [Director] [Director/Secretary] 8