Sale Of Partial Interest In Invention

Agreement made this [date] by and between [name], residing at [address] (Inventor), and [name], residing at [address] (Investor).

WHEREAS, Inventor has invented new and useful improvements concerning the manufacture of [describe practice], the invention being more particularly described in and identified by an application for U.S. Letters Patent, Serial No. [number], filed by Inventor on [date] (the Application); and

WHEREAS, the said invention has not actually been reduced to practice at this time; and

WHEREAS, additional work and a considerable expenditure of money is required before the invention can actually be reduced to practice; and

WHEREAS, Investor wishes to provide the funds necessary to assist Inventor to actually reduce the invention to practice.


1. Assignment and Description of Interests Assigned. Inventor hereby transfers and assigns to Investor ---------- percent (----------%) of Inventor's entire right, title, and interest in the invention, and in any improvements to the invention heretofore or hereinafter made or acquired by Inventor. This transfer includes Inventor's rights in the Application and Inventor's rights of priority in and to the invention pursuant to the International Convention for the Protection of Industrial Property, and in any patents on the invention or improvements to the invention that may be granted in the United States or in any other country anywhere in the world, including each patent granted on any application that is a division, substitution, or continuance of the Application specifically identified in this Agreement, and in each reissue or extension of any patent. Simultaneously with the execution hereof, Inventor will execute an assignment to Investor of the foregoing rights in form suitable for filing with the U.S. Patent Office.

2. Consideration for Assignment. As full and complete compensation for the sale, assignment, and transfer of the aforesaid rights, Investor will pay Inventor a sum not to exceed ---------- dollars ($----------), to be used solely for the purpose of reducing the invention to practice. Investor has delivered to Inventor a check in the sum of ---------- dollars ($----------) simultaneously upon the execution hereof, receipt of which is acknowledged by Inventor. The balance of ---------- dollars ($----------) shall be paid by Investor to Inventor monthly, upon receipt by Investor of Inventor's statement of expenses for the month with supporting vouchers. Investor reserves the right to audit all such statements prior to payment of the sums shown thereon to be due.

3. Joint Action by the Parties. No disposition shall be made of the Invention or Application or of any rights in the invention or Application by either party hereto without the express written consent of the other. Any attempt to make such disposition of the invention or the Application or any rights in the invention or Application shall be void and of no effect.

4. Agreement Binding. The term, covenants, and provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto, their heirs, assigns, and legal representatives.

5. Assignor's Representations and Warranties. Inventor represents and warrants that Inventor has not entered into any assignment, contract, or other understanding with anyone other than Investor that is in conflict with this Agreement.

IN WITNESS WHEREOF, the parties hereto have signed the Agreement the day and year first above written.





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