StartupStarterPackage/CommonBoilerplate/ip-assign.md

# Company IP Assignment

## Assignment of Intellectual Property

Member hereby assigns to Company exclusively and throughout the world and universe all right, 
title and interest (whether or not now existing) in 

* (a) work done for the Company 

* (b) all precursors, portions and works in progress with respect thereto 

* (c) and all inventions, works of authorship, mask works, technology, information, 
know-how, materials and tools relating thereto or to the development, 
support or maintenance thereof 

(d) all copyrights, patent rights, trade secret rights, trademark rights, 
mask works rights, sui generis, database rights and all other intellectual and 
industrial property rights of any sort 

(e) all business, contract rights, causes of action, and goodwill in, 
incorporated or embodied in, used to develop, or related to any of the 
foregoing (collectively, “Intellectual Property”). 

To the extent allowed by applicable law, this Section includes all 
rights of paternity (for example, including but not limited to the right 
to be identified as author), integrity, disclosure and withdrawal and 
any other rights that may be known as or referred to as moral rights, 
artist’s rights, droit moral or the like (collectively, “Moral Rights”). 

To the extent Member retains any Moral Rights under applicable law, 
Member hereby ratifies and consents, and hereby provides all necessary 
ratifications and consents, to any action that may be taken with respect 
to such Moral Rights by or authorized by Company, 
and Member agrees not to assert any Moral Rights with respect thereto. 

The foregoing applies to the subject matter enumerated in Exhibit A. 
Member will confirm any such ratification, consent or agreement from 
time to time as requested by Company.

## Consideration

Company agrees to distribute to Member certain percentage of profit of the Company
on an ongoing basis, pursuant to the provisions of this Agreement between Company 
and Member. 

Such distributions shall be the only consideration required of Company 
with respect to the subject matter of this Agreement.


## Further Assurances

Member agrees to assist Company in every proper way to evidence, record 
and perfect the Section (Assignment Of Intellectual Property) 
and to apply for and obtain recording of 
and from time to time enforce, maintain and defend the assigned rights. 

If Company is unable for any reason whatsoever to secure Members 
signature to any document it is entitled to under this Section, 
Member hereby irrevocably designates and appoints Company and 
its duly authorized officers and agents, as his agents and 
attorneys-in-fact with full power of substitution to act for 
and on his behalf and instead of Member, only to execute and 
file any such document or documents and to do all other lawfully 
permitted acts to further the purposes of the foregoing with the 
same legal force and effect as if executed by Member.



## Restrictions Of Use re Confidential Information and Intellectual Property of Third Parties

Member will not use, assign, disclose to the Company any technical or business information 
or plans of Third Parties , except to the extent Member 
can document that it is generally available (through no fault of Member) 
for use and disclosure by the public without any charge license or restriction, 
such as public domain or approved OSI licensed or CC licensed code/documenation, 

Member recognizes and agrees that any breach or threatened breach of this 
Section will cause irreparable harm to Company for which damages would 
not be an adequate remedy, and, therefore, Company will be entitled to equitable relief 
(including without limitation, injunctions) with respect thereto in addition to any 
other civil or criminal remedies.

## Warranty

Member represents and warrants to Company that Member 

* (a) was the sole owner (other than Company) of all rights, title and interest 
in and to the Technology and Intellectual Property, 

* (b) has not assigned, transferred, licensed, pledged or otherwise encumbered any 
Technology or Intellectual Property or agreed to do so,

* (c) has full power and authority to enter into this Agreement and to make the 
assignment provided in Section (Assignment Of Intellectual Property), 

* (d) is not aware of any violation, infringement or misappropriation of any 
third party’s rights (or any claim thereof) by the Technology or Intellectual Property, 

* (e) was not acting within the scope of employment by any third party when conceiving, 
creating or otherwise performing any activity with respect to anything 
purportedly assigned in Section (Assignment Of Intellectual Property) 

* (f) is not aware of any questions or challenges with respect to the patentability 
or validity of any claims of any existing patents or patent applications 
relating to the Intellectual Property.