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Intellectual Property Contribution And Assignment Agreement
"I need an Intellectual Property Contribution And Assignment Agreement for a software developer joining my startup as a contractor in March 2025, ensuring all their future code contributions and related IP are assigned to my company while allowing them to retain rights to their previous open-source projects."
1. Parties: Identification of the contributing party and receiving party
2. Background: Context of the IP contribution and relationship between parties
3. Definitions: Key terms including Intellectual Property, Contributions, Effective Date
4. Assignment and Transfer: Core provisions detailing the IP being assigned and transferred
5. Representations and Warranties: Contributor's assertions regarding ownership and right to transfer
6. Consideration: Details of payment or other consideration for the IP transfer
7. General Terms: Standard contractual provisions including governing law, notices, and amendments
1. Prior Inventions: Exclusions for pre-existing IP owned by the contributor that are not part of the transfer
2. Future Developments: Provisions covering IP created after the agreement execution date
3. Non-Competition: Restrictions on competitive activities by the contributor
4. Cooperation in IP Registration: Obligations to assist in registering or protecting transferred IP rights
5. Moral Rights Waiver: Waiver of any moral rights in jurisdictions where applicable
1. Schedule A - Description of Intellectual Property: Detailed list and description of all IP being transferred under the agreement
2. Schedule B - Prior Inventions: List of excluded pre-existing IP retained by the contributor
3. Schedule C - Payment Terms: Detailed consideration and payment schedule if applicable
4. Appendix 1 - Form of Assignment: Template assignment documents for specific IP types (patents, trademarks, etc.)
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