Founder Ip Assignment Agreement Template for United States

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Key Requirements PROMPT example:

Founder Ip Assignment Agreement

"I need a Founder IP Assignment Agreement for my Delaware-incorporated software startup with two co-founders, where one founder has existing patents that need to be transferred to the company while excluding their personal side projects."

Document background
The Founder IP Assignment Agreement is a crucial document typically executed during company formation or investment rounds in the United States. This agreement becomes necessary when founders need to formally transfer their intellectual property rights to the company they've established. It protects both the company and its investors by ensuring clear ownership of intellectual property assets, which is particularly important for due diligence during fundraising or M&A activities. The agreement covers all forms of intellectual property, including those developed before company formation and those created during the founder's involvement with the company.
Suggested Sections

1. Parties: Identifies the founder(s) and the company entering into the agreement

2. Background: Explains the context of the agreement and the parties' relationship

3. Definitions: Defines key terms used throughout the agreement, particularly IP-related terminology

4. Assignment of Intellectual Property: Core section detailing the transfer of IP rights from founder to company

5. Representations and Warranties: Founder's confirmations regarding ownership and right to assign IP

6. Further Assurances: Founder's commitment to assist with IP protection and enforcement

7. Waiver of Moral Rights: Founder's waiver of non-transferable personal rights in creative works

Optional Sections

1. Non-Competition: Restrictions on founder's competitive activities - used when protecting company's competitive position is crucial

2. Consideration: Details of payment or other consideration for the IP assignment - used when specific consideration beyond employment/founder relationship is provided

3. Third Party Rights: Handling of any third-party rights in the assigned IP - used when IP might involve third-party contributions

4. Background IP: Treatment of pre-existing IP - used when founder brings existing IP to the company

Suggested Schedules

1. Schedule of Assigned IP: Detailed list of all IP being assigned

2. Schedule of Excluded IP: List of founder's IP specifically excluded from assignment

3. Schedule of Prior Inventions: List of founder's pre-existing inventions

4. Form of Assignment Documents: Templates for additional assignment documents that may be needed

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Industries

Federal IP Laws: Core federal statutes including Patent Act (35 U.S.C.), Copyright Act (17 U.S.C.), Trademark Act (Lanham Act, 15 U.S.C.), and Defend Trade Secrets Act (DTSA)

State Laws: State-specific regulations covering trade secrets, contracts, employment, and IP protection measures

Work-for-Hire Doctrine: Legal principle determining ownership of works created during employment or contractual relationship

Corporate Law Compliance: Relevant corporate laws including Delaware General Corporation Law and state-specific regulations governing corporate operations

Securities Regulations: Federal Securities Acts of 1933/1934 and state 'blue sky' laws that may impact IP assignment in relation to company ownership

Assignment Scope: Clear definition of what IP is being assigned, including present and future developments

Pre-existing IP: Identification and treatment of intellectual property created prior to founder's involvement with the company

Third-party Rights: Consideration of any existing third-party rights or licenses that might affect the IP assignment

Shop Rights: Employer's non-exclusive right to use employee inventions created using employer resources

Moral Rights: Treatment of moral rights, particularly for copyrightable works, including appropriate waivers

Confidentiality Obligations: Provisions regarding the protection of confidential information and trade secrets

Non-compete Considerations: Restrictions on competitive activities while ensuring compliance with state-specific enforcement limitations

Severability: Provisions ensuring that if one part of the agreement is found invalid, the rest remains enforceable

Survival Provisions: Specification of which obligations continue after the agreement's termination

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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