INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
Republic of the Philippines — Outright transfer of intellectual property · Template v0.2.0
This Intellectual Property Assignment Agreement (the "Agreement") is made on September 30, 2026 at Cebu City, Philippines, between Kalikasan Creative Studio, Inc., with address at 9/F Cebu IT Park, Lahug, Cebu City 6000 (the "Assignor"), and Sampaguita Trading Corporation, with principal office at 22 Bonifacio Street, Cebu City 6000 (the "Assignee").
1. Assignment
On the Assignee's full payment of the price under the section on price, the Assignor assigns, transfers, and conveys to the Assignee, throughout the world, all of the Assignor's rights, title, and interest in the following (the "Assigned Rights"), including the right to sue for past infringement:
Copyright: The mobile game 'Sampaguita Quest', including its source code, artwork, characters, music, and game text, first created in 2024, together with all versions and documentation.
Trademarks: The mark SAMPAGUITA QUEST, IPOPHL Trademark Registration No. 4-2024-012345, in Classes 9 and 41. The marks are assigned together with the business and the goodwill they identify.
Domain names: sampaguitaquest.example and sampaguitaquest.ph.
Until full payment, the Assignor keeps the Assigned Rights and shall not transfer or encumber them.
2. Chain of title and warranties
The Assignor states that the Assignor's employees created the rights and the rights belong to the Assignor. The game was created by the Assignor's employees and contractors in the course of their work. Each has signed a written assignment of rights to the Assignor, copies of which are kept in the Assignor's records.
The Assignor states that it is the sole owner of the Assigned Rights; that every creator, employee, and contractor involved has assigned their rights to it in writing; that it has not assigned, licensed, or encumbered the Assigned Rights to anyone else, except as disclosed below; and that it knows of no claim that they are invalid or infringe another's rights.
There are no existing licenses over the Assigned Rights.
The Assignor discloses no lien, security interest, or claim over the Assigned Rights.
3. Price
The Assignee shall pay the Assignor One Million Five Hundred Thousand Pesos (PHP 1,500,000.00) for the Assigned Rights. Payment is made at the signing of this Agreement.
4. Moral rights and creators
Moral rights, such as the right to be named as author and to object to distortion of a work, stay with the creators as the law provides and cannot be assigned. The Assignor shall deliver to the Assignee, for each author, a written waiver under Section 195 of the Intellectual Property Code covering the modification of the works and their use without attribution, subject to the limits in Sections 195.1 and 195.2, which do not allow a waiver to permit use of an author's name on a work the author did not create or on an alteration that would injure another author's reputation.
5. Recording and further assurances
The Assignee shall record this assignment, where recording is available, with the Intellectual Property Office of the Philippines or the other office that keeps the register for the right, and the Assignor shall sign every document and give every assistance needed for that. An assignment of a mark has no effect against third persons until it is recorded (Section 149), and an assignment of a patent that is not recorded within three months of its date, or before a later purchase or mortgage, is void against a later purchaser or mortgagee for value without notice (Section 106).
The Assignor shall transfer control of the domain names to the Assignee through the registrar within a reasonable time after ownership passes.
6. Technology transfer terms
This assignment transfers source code, technical documentation, and other technical knowledge, so it is a technology transfer arrangement under Sections 4.2 and 85 of the Intellectual Property Code. The parties include the terms that Section 88 of the Code requires, and this Agreement contains no clause that Section 87 prohibits.
For 6 months after ownership passes, the Assignor shall give the Assignee continued access to the improvements in the techniques and processes related to the transferred technology that the Assignor makes or acquires, and shall answer the Assignee's reasonable questions about it.
The Philippine taxes on all payments relating to this Agreement are borne by the Assignor. The Assignee may withhold and remit tax as the law requires and shall give the Assignor the withholding certificate.
Nothing in this Agreement exempts the Assignor from liability for failing to meet its own responsibilities under it, or from liability arising from third-party suits brought about by the use of the transferred technology. The limit on the Assignor's indemnity in this Agreement does not apply to those third-party claims.