INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
BETWEEN
Assignor (Founder)
Assignee (Company)
WHEREAS, (the "Founder") is the owner or co-owner of certain intellectual property rights; and
WHEREAS, (the "Company") desires to acquire all such IP rights from the Founder for the purpose of developing and commercializing the Company's business;
NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows:
ASSIGNMENT OF INTELLECTUAL PROPERTY. The Founder hereby assigns, transfers, and conveys to the Company all intellectual property rights (including patents, copyrights, trademarks, trade secrets, know-how, and other proprietary rights) as follows:
1.1 PRIOR INTELLECTUAL PROPERTY. All intellectual property created, developed, or conceived by the Founder prior to the Effective Date (), as described below:
1.2 FUTURE INTELLECTUAL PROPERTY. All intellectual property created, developed, or conceived by the Founder on or after the Effective Date and created during work hours, using company equipment, or facilities.
This assignment covers all intellectual property in all jurisdictions worldwide, in all countries where the Founder may have rights.
The assignment includes:
- All patents, patent applications, and patent rights
- All copyrights and copyrightable works (code, documentation, designs)
- All trademarks, service marks, and brand names
- All trade secrets and confidential information
- All rights to registration, enforcement, and litigation
- All moral rights (to the extent waivable)
CONSIDERATION. In consideration for this assignment, the Company shall provide a combination of equity and salary as reflected in the offer letter. The Founder acknowledges that this consideration is sufficient and adequate.
EXCLUDED INTELLECTUAL PROPERTY
There are no excluded intellectual property items. All IP as described above is assigned to the Company.
MORAL RIGHTS AND ATTRIBUTION
The Founder retains moral rights in the IP, including attribution and integrity rights. The Company shall reasonably cooperate in providing appropriate attribution where commercially feasible.
REPRESENTATIONS AND WARRANTIES. The Founder represents and warrants:
- The Founder is the sole owner of the assigned intellectual property.
- The Founder has the full right and authority to assign this IP to the Company.
- The assigned IP is free from third-party claims, liens, or encumbrances.
- The assigned IP does not infringe any third-party intellectual property rights.
- The Founder has disclosed all relevant information regarding the ownership and status of the IP.
COOPERATION AND ASSISTANCE
The Founder shall:
- Promptly execute all documents necessary to perfect the Company's ownership of the IP (e.g., copyright assignments, patent assignment forms, trademark assignments)
- Cooperate fully in patent, copyright, and trademark registration and prosecution
- Provide necessary information, documentation, and evidence of creation/development
INDEMNIFICATION. The Founder shall indemnify and hold harmless the Company from any claims, damages, or costs arising from the Founder's breach of representations/warranties herein or any third-party assertion of rights in the assigned IP.
FURTHER ASSURANCES. At the Company's request and expense, the Founder shall execute any additional documents and take any actions reasonably necessary to perfect, register, or enforce the Company's rights in the IP.
GOVERNING LAW. This Agreement shall be governed by the laws of India, without regard to conflicts of law principles. Disputes shall be resolved through arbitration under the Arbitration and Conciliation Act, 1996.
ENTIRE AGREEMENT. This Agreement constitutes the entire agreement regarding IP assignment and supersedes all prior discussions and understandings.
IN WITNESS WHEREOF, the Founder and the Company have executed this Agreement as of .