Intellectual Property Assignment Agreement

Date: [DD-MM-YYYY]

Between:

1. [Assignor Name], residing at [Address], holding PAN [ABCDE1234F] (the "Assignor"); and
2. [Company Name] Private Limited, CIN [XXXXXX], with its registered office at [Address] (the "Assignee" or "Company").

Recitals

A. The Assignor has been engaged by the Company as a [Founder / Employee / Contractor] from [Start Date].

B. In the course of such engagement, the Assignor has created, contributed to, or may create works of intellectual property relating to the Company’s business.

C. The Parties wish to record the assignment of all such intellectual property to the Company.

1. Definitions

"Work Product" means any:

• software code, scripts, configurations, schemas;
• product, UI/UX, and brand designs;
• documentation, specifications, technical notes;
• trademarks, logos, slogans, marketing collateral;
• inventions, processes, business methods, algorithms;
• customer lists, training data, models;

created or contributed to by the Assignor (alone or with others) at any time during his/her engagement with the Company that relates, directly or indirectly, to the Company’s actual or anticipated business.

2. Assignment

The Assignor hereby:

• (a) assigns absolutely to the Company, with full title guarantee, all right, title and interest worldwide in the Work Product, including all economic rights, copyright, patent rights, trademark rights, trade-secret rights, and rights to apply for any of the foregoing;
• (b) waives all moral rights to the maximum extent permitted by law;
• (c) acknowledges that the assignment under (a) is for valuable consideration (employment / engagement compensation already received).

3. Pre-existing IP

The Assignor warrants that he/she has listed in Annexure A all pre-existing IP that he/she wishes to retain ownership of and that may otherwise be incorporated into Work Product. Items not listed in Annexure A are deemed assigned.

4. Further assurances

The Assignor agrees to execute, at the Company’s reasonable request and cost, any additional documents required for:

• (a) registration of patents, trademarks or copyright;
• (b) recording of assignments at any IP office worldwide;
• (c) prosecution of infringement actions.

5. Open-source contributions

The Assignor agrees not to contribute Work Product to any open-source repository or licence it under terms inconsistent with the Company’s ownership without prior written consent of the Company.

6. No third-party IP

The Assignor warrants that the Work Product does not, to the best of his/her knowledge, infringe the intellectual property rights of any third party, and that he/she is free to enter this Agreement without breaching any prior obligation.

7. Survival

The obligations under this Agreement survive termination of the Assignor’s engagement with the Company.

8. Governing law & dispute resolution

Indian law. Disputes referred to a sole arbitrator at [City]. Language: English.

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Signed at [City] this [Day] of [Month], [Year]

| | | |---|---| | Assignor | For [Company Name] | | Name: | Name: | | PAN: | Designation: | | Signature: ________ | Signature: ________ |

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Annexure A — Pre-existing IP retained by the Assignor

(List specific repos, designs, prior inventions. Write "None" if not applicable.)

| # | Description | Date | Notes | |---|---|---|---| | 1 | | | | | 2 | | | |