Fixing the recitals

WHEREAS, using WHEREAS is archaic legalese, MSCD correctly recommends not using it (MSCD 2.128). Here it has been removed, and proper sentence structure used (2.129).

In further discussion of recitals, MSCD does a very MSCD thing by breaking up recitals into different categories. Each category then gets additional commentary and style guidelines. Here, the category is probably a "purpose" recital: indicating why the parties want to do this deal (2.118). MSCD suggests using 'wants' - which is "consistent with everyday English" - instead of the "oddly steamy" 'desires to' (2.131-132). This is again one of those situations where MSCD is probably correct, but under normal circumstances you certainly wouldn't correct someone else's use of it. Note that MSCD acknowledges some of this tension - Ken (the author) does not have high tolerance for those who disagree with him, but he does at least on occasion acknowledge that his suggestions will rub people the wrong way.

MSCD calls headings like 'Background' "unnecessary" (2.122) but suggests that one should not "hesitate to give the recitals an appropriate heading". I've done that here, both because the target audience are (in part) not lawyers, and to again point out where the book offers some flexibility and guidance.

Note that, were I editing for substance, I might expand on this recital to explain why this particular agreement was used to reach the goal of assigning the invention. The fact that this is never mentioned becomes more clear once you remove the "whereas", I think.