Joint Ownership Agreement for an Invention

Did you know that without an ownership agreement, you and your co-inventors are subject to some rather startling rules? Use this legal form to help you protect your interest in your creation, quickly and easily. With Nolo's Joint Ownership Agreement for an Invention, you'll be able to become a co-owner in any of these common ways:

  • Joint Ownership Created by Joint Invention
  • Joint Ownership Created by Assignment for Money
  • Joint Ownership Created by Will
  • Joint Ownership Created by Assignment to a Partnership

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See below the form for a full product description.

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Names, Effective Date, Invention Name

This agreement is made between: 

Alternate Selection
Label Contract Text
two , and  (individually and collectively referred to as the Parties).
three , and  (individually and collectively referred to as the Parties).
four , and  (individually and collectively referred to as the Parties).
five ,  and  (individually and collectively referred to as the Parties).
six , and  (individually and collectively referred to as the Parties).

This agreement is made as of . The Parties wish to set forth their respective rights to and obligations for the invention tentatively named  (the "Invention") and more accurately described below. The ownership rights to the Invention include all patent rights, copyrights, trade secrets, and trademark rights comprising, associated with, or derived from the Invention. 

The Invention

The invention that is the subject of this agreement

Alternate Selection
Label Contract Text
a patent has issued is described in the U.S. Patent No.  , issued .
a patent application is pending is as described in the application for U.S. Patent (U.S. Patent Office Application Serial No.).
no patent or application is described as follows: . The owners agree to maintain the description as confidential and shall not reveal the invention to third parties unless under the restrictions imposed by a nondisclosure agreement.

Ownership Percentage Interests

The Parties to this agreement are the owners of all legal rights in the Invention described above. The percentage ownership interests of the Parties are as set forth below. Unless otherwise agreed: (a) all income derived from exploiting the Invention shall be apportioned according to the percentage interests set forth below; and (b) any costs, expenses, or liabilities relating to the Invention and agreed to by the Parties under this agreement shall also be apportioned by the same percentage interests. In the event any Party is unable to contribute a proportionate share for any cost or expense, the other Parties may contribute the noncontributing Party's share and shall be reimbursed from subsequent revenues related to the cost or expense. Reimbursement shall include interest at 1.5% per month, or the maximum rate permitted by law, whichever is less.

 

Unchangeable Alternate Selection
Label Contract Text
two
  • %
  • %
three
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four
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five
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six
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Decision Making

Alternate Selection
Label Contract Text
majority Each Party shall have the right to participate in the decisions regarding the Invention, including decisions regarding exploitation, protection, and enforcement of legal rights associated with the Invention. All decisions require a majority vote except for an assignment of all rights to the Invention, which requires a unanimous vote. In the event there are equal votes in a case where a majority decision is required, the issue shall be resolved through the procedures set forth in the Disputes section, below.
majority and unanimous  Each Party shall have the right to participate in the decisions regarding the Invention, including decisions regarding exploitation, protection, and enforcement of legal rights associated with the Invention. All decisions require a majority vote except for an assignment of all rights to the Invention, and , which require a unanimous vote. In the event there are equal votes in a case where a majority decision is required, the issue shall be resolved through the procedures set forth in the Disputes section, below.

Decision-Making Process/Time Limits

All decisions shall be made promptly and with the cooperation of all Parties, acting fairly and in good faith. If a decision requires some time to contemplate (for example, an offer to license, a decision by one Party to manufacture), the Parties can agree to postpone a decision for a period of up to 30 days.

Rights to Manufacture and Sell

Any Party may make, sell, or use any product embodying the Invention (or any portion of the Invention) providing that the Parties have approved such action by a vote required under this agreement. In the event that any Party desires and is approved to license, manufacture, sell, or distribute the Invention, the terms of such arrangement will be the same as those available to third parties in similar transactions. That is, a Party to this agreement must pay a competitive royalty to the joint owners after deduction of reasonable manufacturing and overhead expenses.

 Improvements, Revisions

Each Party shall share, according to the proportions set forth in this Agreement, in any revenue derived from improvements to or revisions of this Invention, provided that each Party shall make a good faith attempt to consult, contribute, or otherwise make themselves available for services on such improvements or revisions of the Invention. In the event that any Party refuses to participate in any work resulting in an improvement to or revision of the Invention, revenues derived from such improvements or revisions will be distributed on a pro rata basis among the contributing Parties.

Multiple Selection
Label Contract Text
 

Disputes

Alternate Selection
Label Contract Text
mediation only

Mediation. If a dispute arises under or relating to this Agreement, the Parties will try in good faith to settle it through mediation conducted by a mediator to be mutually selected. The Parties will share the costs of the mediator equally. Each Party will cooperate fully and fairly with the mediator and will attempt to reach a mutually satisfactory compromise to the dispute. If the dispute is not resolved within 30 days after it is referred to the mediator, either Party may take the matter to court.

mediation to arbitration

(no litigation)

Mediation and Arbitration. If a dispute arises under or relating to this Agreement, the Parties will try in good faith to settle it through mediation conducted by a mediator to be mutually selected. The Parties will share the costs of the mediator equally. Each Party will cooperate fully and fairly with the mediator and will attempt to reach a mutually satisfactory compromise to the dispute. If the dispute is not resolved within 30 days after it is referred to the mediator, it will be settled by binding arbitration by an arbitrator to be mutually selected. Judgment on the arbitration award may be entered in any court that has jurisdiction over the matter.
arbitration (no litigation)

Arbitration. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration by an arbitrator to be mutually selected. Judgment on the arbitration award may be entered in any court that has jurisdiction over the matter.

Multiple Selection
Label Contract Text
The agreement includes additional provisions

Additional Provisions

Additional provisions are as follows:

Entire Agreement

This is the entire agreement between the Parties. It replaces and supersedes any and all oral agreements between the Parties, as well as any prior writings. This Agreement may not be amended except in a writing as provided for in this Agreement.

Successors

This agreement binds and benefits the respective successors, inheritors, assigns, and personal representatives of the Parties, except to the extent of any contrary provision in the Agreement.

Waiver

The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the state of  

Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this agreement invalid or unenforceable and shall be modified, amended, or limited only to the extent necessary to render it valid and enforceable.

Notices

All notices must be in writing. A notice may be delivered to a Party at the address that follows a Party's signature or to a new address that a Party designates in writing. A notice may be delivered: in person, by certified mail, or by overnight courier.

Counterparts

This agreement may be signed by the Parties in different counterparts and the signature pages combined will create a document binding on all Parties.

 
Keep Together

Attached Papers 

Any attached sheet or document shall be regarded as fully contained in this Agreement.

MY SIGNATURE BELOW INDICATES THAT I HAVE READ AND UNDERSTOOD THIS AGREEMENT.

Unchangeable Alternate Selection
Label Contract Text
two
 
 
Signature: ____________________________________________         Date: _______________    
 
 
Signature: ____________________________________________         Date: _______________    
three
 
 
Signature: ____________________________________________         Date: _______________    
 
 
Signature: ____________________________________________         Date: _______________    
 
 
Signature: ____________________________________________         Date: _______________    
four
 
 
Signature: ____________________________________________         Date: _______________    
 
 
Signature: ____________________________________________         Date: _______________    
 
 
 
Signature: ____________________________________________         Date: _______________    
 
 
Signature: ____________________________________________         Date: _______________  
five
 
 
Signature: ____________________________________________         Date: _______________    
 
 
Signature: ____________________________________________         Date: _______________    
 
 
 
Signature: ____________________________________________         Date: _______________    
 
 
Signature: ____________________________________________         Date: _______________  
 
 
Signature: ____________________________________________         Date: _______________    
six
 
 
Signature: ____________________________________________         Date: _______________    
 
 
Signature: ____________________________________________         Date: _______________    
 
 
 
Signature: ____________________________________________         Date: _______________    
 
 
Signature: ____________________________________________         Date: _______________  
 
 
Signature: ____________________________________________         Date: _______________    
 
 
Signature: ____________________________________________         Date: _______________
 

 

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