Free Startup Intellectual Property Rights Agreement Template
Startup Intellectual Property Rights Agreement
This agreement ("Agreement") is entered into by and between [Your Company Name] (referred to as "the Company"), represented by [Your Name], and [Name of Individual] (referred to as "the Contributor").
I. Definitions
Intellectual Property: Any inventions, discoveries, developments, designs, trademarks, trade secrets, copyrights, or other creative works developed or contributed by the Contributor in connection with their involvement with the Company.
Company IP: Intellectual property developed or acquired by the Company, including but not limited to inventions, products, processes, software, trademarks, and trade secrets.
II. Ownership of Intellectual Property
Contributor-Owned IP: The Contributor retains ownership of any intellectual property that they developed or created independently of their involvement with the Company, prior to or outside the scope of their relationship with the Company.
Company-Owned IP: Any intellectual property developed or created by the Contributor in the course of their duties or activities for the Company, including but not limited to inventions, products, processes, software, trademarks, and trade secrets, shall be the exclusive property of the Company.
III. Assignment of Rights
Assignment of Contributor-Owned IP: The Contributor hereby assigns, transfers, and conveys to the Company all rights, titles, and interests in and to any intellectual property that they develop or create in connection with their activities for the Company, including all associated rights, licenses, and sublicenses.
Cooperation: The Contributor agrees to cooperate fully with the Company in obtaining and maintaining any intellectual property rights associated with the Company-Owned IP, including but not limited to executing necessary documents, providing assistance in the prosecution of patent applications, and providing testimony in legal proceedings if required.
IV. Protection of Intellectual Property
Confidentiality: The Contributor agrees to maintain the confidentiality of all proprietary and confidential information disclosed to them by the Company during the course of their involvement with the Company and to use such information solely for the purpose of fulfilling their duties to the Company.
Protection Measures: The Contributor agrees to take all necessary measures to protect the Company's intellectual property from unauthorized use, disclosure, or infringement, both during and after their association with the Company.
V. Representations and Warranties
Contributor Representations: The Contributor represents and warrants that they have the legal right and authority to enter into this Agreement and to assign the intellectual property rights as set forth herein, and that the intellectual property contributed by them does not infringe upon the rights of any third party.
Company Representations: The Company represents and warrants that it has the legal right and authority to enter into this Agreement and to receive the intellectual property rights assigned by the Contributor, and that it will use the intellectual property in accordance with applicable laws and regulations.
VI. Term and Termination
This Agreement shall remain in effect for the duration of the Contributor's association with the Company and shall survive termination or expiration of such association. Upon termination, the rights and obligations of the parties under this Agreement shall continue to apply to any intellectual property developed or contributed by the Contributor during their association with the Company.
VIII. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of laws principles. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [Jurisdiction].
IX. Entire Agreement
This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties.
X. Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed electronically and in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
[Your Company Name]
By:
[Your Name], [Your Position]
Contributor
By:
[Name of Individual]
