STARTUP INTELLECTUAL PROPERTY AGREEMENT
This Startup Intellectual Property Agreement ("Agreement") is made and entered into as of [Effective Date], by and between:
[Your Company Name], a company organized and existing under the laws of [Your Company Jurisdiction], with its principal place of business at [Your Company Address] ("Company"), and;
[Founder Name], an individual residing at [Founder Address] ("Founder").
WHEREAS, Founder is a founder and contributor to the development and creation of intellectual property for [Your Company Name], a startup company ("Startup"); and;
WHEREAS, the parties wish to establish their respective rights and obligations regarding the intellectual property developed or contributed to by Founder in connection with the Startup.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Definitions
1.1 Intellectual Property ("IP"): Shall mean all inventions, discoveries, developments, trade secrets, know-how, technology, designs, processes, trademarks, service marks, trade names, logos, copyrights, and any other intellectual property rights, whether or not patentable or registrable, created, conceived, or reduced to practice by Founder, either solely or jointly with others, during the term of this Agreement and in connection with the Startup.
1.2 Startup IP: Shall mean all Intellectual Property developed or created by Founder for the benefit of the Startup, including but not limited to software, algorithms, designs, concepts, patents, trademarks, and any derivative works thereof.
2. Assignment of IP
2.1 Founder hereby irrevocably assigns, transfers, and conveys to Company all of Founder's right, title, and interest in and to the Startup IP, including all associated intellectual property rights, throughout the world.
2.2 Founder agrees to promptly disclose to Company all Startup IP conceived, created, or developed by Founder during the term of this Agreement, and to execute any documents necessary to perfect Company's ownership of such Startup IP.
3. Representations and Warranties
3.1 Founder represents and warrants that:
a) Founder is the sole creator and owner of the Startup IP;
b) Founder has the full right and authority to enter into this Agreement and to grant the rights and assignments provided herein; and
c) The execution, delivery, and performance of this Agreement by Founder does not and will not violate any other agreement to which Founder is a party.
4. Confidentiality
4.1 Founder agrees to keep confidential and not disclose to any third party any confidential information or trade secrets of the Company, including but not limited to the Startup IP, except as required in the course of performing Founder's duties for the Startup or as otherwise authorized by Company.
5. Governing Law
5.1 This Agreement shall be governed by and construed in accordance with the laws of [Your Company Jurisdiction], without giving effect to any choice of law or conflict of law provisions.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first above written.
[Your Company Name]
By:
[Your Company Representative's Name]
[Your Title]
[Effective Date]
[Founder Name]
By:
[Founder's Representative Name]
[Effective Date]
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