Design Transfer Agreement

This Assignment and Transfer Agreement (“Agreement”) is made as of _________ __, 20__ (“Effective Date”) between ________________. (“Customer”), and ________________ (“Designer”), and relates to the sale and transfer of intellectual property rights in the design which was created by the Designer via Buzzworker.com. In consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows:

1. Definitions

1.1 "Assigned Property"

Means the property listed in Exhibit A and all Intellectual Property and Intellectual Property Rights forming a part of, embodied, in or necessary for use of the property.

2. Assignment

This clause will apply if a Customer has purchased the Transferred Design and upon receipt of payment for the Transferred Design, the Designer hereby perpetually, irrevocably, and unconditionally assigns, transfers, and conveys to Customer and its successors and assigns, all of Designers right, title, and interest in and to the Assigned Property. Designer further perpetually, irrevocably, and unconditionally assigns, transfers, and conveys to Customer and its successors and assigns all claims for past, present and future infringement or misappropriation of the Intellectual Property Rights included in the Assigned Property, including all rights to sue for and to receive and recover all profits and damages accruing from an infringement misappropriation prior to the Effective Date as well as the right to grant releases for past infringements. Designer hereby waives and agrees not to enforce all Moral Rights and all Personality Rights that Designer may have in the Assigned Property.

3. Service Agreement

By using BuzzWorker.com you agree and are bound to BuzzWorker’s Terms of service, you may see a copy of that agreement by visiting our Terms of Service page.

4. Confidentiality

The Designer must not use any Confidential Information assigned as part of the Assigned Property except for the benefit of the Customer. Designer must not disclose such Confidential Information to third parties. Designer must take reasonable steps to maintain the confidentiality and secrecy of such Confidential Information and to prevent the unauthorized use or disclosure of such Confidential Information. Any breach of these restrictions will cause irreparable harm to the Customer and will entitle the Customer to injunctive relief in addition to all applicable legal remedies. 5. Representations and Warranties. The Designer represents and warrants to the Customer that: Designer exclusively owns all right, title, and interest in and to the Assigned Property; Designer has not granted and will not grant any licenses or other rights to the Assigned Property to any third party; the Assigned Property is free of any liens, encumbrances, security interests, and restrictions on transfer; to Designers knowledge, the Intellectual Property that is assigned as part of the Assigned Property does not infringe Intellectual Property Rights of any third party; and there are no legal actions, investigations, claims, or proceedings pending or threatened relating to the Assigned Property.

6. Indemnification

The Designer will defend, indemnify, and hold harmless the Customer and BuzzWorker, and the Customers and BuzzWorker’s officers, directors, shareholders, successors, and assigns, from and against all losses, liabilities, and costs including, without limitation, reasonable attorneys’ fees, expenses, penalties, judgments, claims and demands of every kind and character that the Customer and BuzzWorker, its officers, directors, shareholders, successors, and assigns may incur, suffer, or be required to pay arising out of, based upon, or by reason of: the breach by the Designer of any of the representations or warranties made by the Designer under this Agreement; The Designers use of the Assigned Property prior to the date of this Agreement; or the Designers failure to perform its obligations under this Agreement.

7. Further Assurances

7.1 Assistance

Designer will take all action and execute all documents as the Customer may reasonably request to effectuate the transfer of the Assigned Property and the vesting of complete and exclusive ownership of the Assigned Property in the Customer. In addition, the Designer will, at the request and sole cost and expense of the Customer, but without additional compensation, promptly sign, execute, make, and do all such deeds, documents, acts, and things as the Customer may reasonably require:

(a) to apply for, obtain, register, maintain and vest in the name of the Customer alone (unless the Customer otherwise directs) Intellectual Property Rights protection relating to any or all of the Assigned Property in any country throughout the world, and when so obtained or vested, to renew and restore the same;

(b) to defend any judicial, opposition, or other proceedings in respect of such applications and any judicial, opposition, or other proceedings or petitions or applications for revocation of such Intellectual Property Rights; and

(c) to assist the Customer with the defence and enforcement of its rights in any registrations issuing from such applications and in all Intellectual Property Rights protection in the Intellectual Property.

7.2 Power of Attorney

If at any time the Customer is unable, for any reason, to secure the Designers signature on any letters patent, copyright, or trademark assignments or applications for registrations, or other documents or filings pertaining to any or all of the Assigned Property, whether because of the Designers unwillingness, or for any other reason whatsoever, the Designer hereby irrevocably designates and appoints the Customer and its duly authorized officers and agents as its agents and attorneys-in-fact, to act for and on its behalf and stead to execute and file any and all such applications, registrations, and other documents and to do all other lawfully permitted acts to further the prosecution thereon with the same legal force and effect as if executed by the Designer.

8. Liability of BuzzWorker and its third party providers:

8.1 You acknowledge and agree,

1. BuzzWorker and its third party providers are not parties to this Agreement; and

2. BuzzWorker Indemnity. The Designer and Customer shall indemnify, defend and hold BuzzWorker (and any BuzzWorker and/or third party providers) harmless from and against any claim that the Designs used within the scope of this Agreement infringes any copyright of any third party. Furthermore, the Customers and the Designer shall indemnify BuzzWorker and/or third party providers ("Indemnified Parties") against any loss, cost, expense or damage (including legal costs on a full indemnity basis) which the Indemnified Parties may suffer or incur as a result of a breach by the Customer or Designer of any of the provisions of the BuzzWorker platform.

9. Miscellaneous

9.1 Injunctive Relief

A breach of this Agreement may result in irreparable harm to the Customer and a remedy at law for any such breach will be inadequate, and in recognition thereof, the Customer will be entitled to injunctive and other equitable relief to prevent any breach or the threat of any breach of this Agreement by the Designer without showing or proving actual damages.

9.2 Binding on Successors

This Agreement will inure to the benefit of, and be binding upon, the parties, together with their respective representatives, successors, and assigns.

9.3 Governing Law and Jurisdiction

This Agreement will be governed by, and construed in accordance with, the laws of England and Wales without reference to its conflict of law’s provisions. With respect to any dispute arising out of or related to this Agreement, the parties consent to the exclusive jurisdiction of the Courts of England and Wales.

9.4 Amendment and Waiver

This Agreement may not be amended or modified unless mutually agreed upon in writing by the parties and no waiver will be effective unless signed by the party from whom such waiver is sought. The waiver by any party of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach.

9.5 Severability

If any provision of this Agreement is held invalid by any court of competent jurisdiction, such invalidity will not affect the validity or operation of any other provision, and the invalid provision will be deemed severed from this Agreement.

9.6 Entire Agreement

This Agreement is the entire agreement concerning the subject matter hereof. It supersedes all prior and contemporaneous agreements, assurances, representations, and communications between the parties.