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Founder IP Assignment Agreement Template for India

This agreement, governed by Indian law, is a crucial legal document that facilitates the transfer of intellectual property rights from a company's founder(s) to the company itself. It ensures that all IP created by founders before and during the company's formation is properly assigned to the company. The agreement complies with Indian intellectual property laws, including the Patents Act 1970, Copyright Act 1957, and Trade Marks Act 1999, while also adhering to the Indian Contract Act 1872. It covers various forms of IP including patents, copyrights, trademarks, trade secrets, and know-how, making it essential for startup formation and subsequent fundraising activities.

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What is a Founder IP Assignment Agreement?

The Founder IP Assignment Agreement is a fundamental document in the Indian startup ecosystem, typically executed during or shortly after company incorporation. This agreement becomes necessary when founders have developed intellectual property prior to or during the company's formation that needs to be transferred to the company. The document ensures that all relevant IP assets, including patents, copyrights, trademarks, and trade secrets, are properly assigned to the company, which is crucial for protecting the company's interests, facilitating future investments, and ensuring clean due diligence processes. Under Indian law, this agreement must comply with various statutes including the Patents Act, Copyright Act, and Indian Contract Act, making it a comprehensive tool for IP transfer and protection. The agreement is particularly important in technology and innovation-driven sectors where intellectual property forms the core of the company's value proposition.

What sections should be included in a Founder IP Assignment Agreement?

1. Parties: Identifies the founder(s) as assignor(s) and the company as assignee, including full legal names and addresses

2. Background: Explains the context of the agreement, including the founder's role, company formation, and need for IP assignment

3. Definitions: Defines key terms including different types of IP, Intellectual Property Rights, Created IP, Prior IP, and other relevant terms

4. Assignment: Core section detailing the transfer and assignment of all IP rights from founder to company

5. Consideration: Specifies the consideration for the IP assignment, typically nominal amount or shares in the company

6. Representations and Warranties: Founder's confirmations regarding IP ownership, no infringement, and authority to assign

7. Further Assurance: Founder's commitment to execute additional documents and assist with IP protection

8. Waiver of Moral Rights: Founder's waiver of moral rights in any copyright works where applicable

9. Confidentiality: Obligations regarding confidential information and trade secrets

10. Governing Law and Jurisdiction: Specifies Indian law as governing law and defines jurisdiction for disputes

What sections are optional to include in a Founder IP Assignment Agreement?

1. Third Party IP: Include when founder has used any third-party IP in developments that need to be disclosed

2. Future Developments: Add when there's need to address IP developed after the agreement date but before leaving the company

3. Non-Competition: Include if additional restrictions on founder's future activities are required

4. Power of Attorney: Add when company needs authority to act on founder's behalf for IP registration

5. Indemnification: Include when specific indemnities for IP claims are required

6. Severability: Add when there's particular concern about enforceability of specific provisions

What schedules should be included in a Founder IP Assignment Agreement?

1. Schedule 1 - Created IP: Detailed list of all IP created by founder being assigned, including patents, copyrights, trademarks, and designs

2. Schedule 2 - Prior IP: List of any pre-existing IP that founder retains or licenses to company

3. Schedule 3 - Third Party IP: Details of any third-party IP used in developments and associated licenses

4. Schedule 4 - Registered IP: List of all registered IP including patent applications, trademark registrations etc.

5. Appendix A - IP Assignment Forms: Standard forms for recording assignments at IP offices

6. Appendix B - Consideration Details: Details of any shares or other consideration being provided for the IP assignment

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

India

Cost

Free to use

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