Narrative. When founders incorporate a company after they’ve already started building product, the intellectual property they developed pre-incorporation lives with them personally — not with the company. Investors and acquirers will expect to see a clean chain of title showing that all pre-incorporation IP was assigned to the entity. This agreement does that job: it is a bill-of-sale-style assignment that moves all founder-owned, pre-incorporation IP (code, designs, documentation, trademarks, domains, accounts) to the company in exchange for founder stock and the company’s assumption of any related obligations. It should be executed contemporaneously with the founder’s Restricted Stock Purchase Agreement, and the IP assigned should be scheduled with particularity.

THIS TECHNOLOGY CONTRIBUTION AND ASSIGNMENT AGREEMENT (this “Agreement“) is entered into as of [DATE] by and between [FOUNDER NAME] (the “Assignor“) and [COMPANY NAME], Inc., a Delaware corporation (the “Assignee“).

1. Assignment

Assignor hereby irrevocably assigns, transfers, and conveys to Assignee, and its successors and assigns, all of Assignor’s right, title, and interest in and to the intellectual property and related assets listed on Schedule A (collectively, the “Contributed IP“), including without limitation: (a) all patents, patent applications, and rights to file patent applications; (b) all copyrights, copyright registrations, and applications for copyright registration, including all source and object code, documentation, and works of authorship; (c) all trademarks, service marks, trade names, trade dress, logos, domain names, and goodwill associated therewith; (d) all trade secrets, know-how, and confidential information; (e) all rights in data and databases; (f) all online accounts, cloud accounts, repositories, and associated credentials; and (g) all causes of action and rights to sue and recover for past, present, and future infringement of the foregoing.

2. Consideration

In consideration of the assignment of the Contributed IP, Assignee has issued to Assignor [NUMBER] shares of the Assignee’s Common Stock pursuant to a Restricted Stock Purchase Agreement of even date herewith. Assignor acknowledges that such consideration is sufficient and adequate.

3. Representations and Warranties of Assignor

Assignor represents and warrants that: (a) Assignor is the sole and exclusive owner of the Contributed IP, free and clear of all liens and encumbrances; (b) the Contributed IP does not infringe or misappropriate the intellectual property rights of any third party; (c) Assignor has not previously assigned, licensed, or encumbered any of the Contributed IP; (d) Assignor has not entered into any agreement that would restrict the transfer of the Contributed IP; and (e) Assignor has full power and authority to enter into and perform this Agreement.

4. Further Assurances

Assignor shall, at Assignee’s reasonable request and expense, execute any additional documents and take any additional actions that may be necessary or desirable to effectuate, record, or perfect the assignment of the Contributed IP, including executing patent assignments, copyright assignments, trademark assignments, and domain transfer forms. Assignor hereby appoints Assignee as Assignor’s attorney-in-fact, coupled with an interest, to execute and file any such documents if Assignor is unable or unwilling to do so.

5. No Retained Rights

Assignor retains no right, title, or interest in the Contributed IP. Without limiting the foregoing, Assignor shall not use any of the Contributed IP for any purpose without the prior written consent of Assignee.

6. Governing Law; Miscellaneous

This Agreement shall be governed by the laws of the State of Delaware. This Agreement, together with the Restricted Stock Purchase Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement may be executed in counterparts, including by electronic signature.

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ASSIGNOR: ASSIGNEE: [COMPANY NAME], Inc.

_________________________ By: _________________________ [FOUNDER NAME] Name: [NAME] Title: [TITLE]

Schedule A — Contributed Intellectual Property (Describe with particularity: repositories, domains, trademarks, patents, source code, designs, documentation)

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This form is provided for informational purposes only and does not constitute legal advice or create an attorney-client relationship. Every situation is different; consult qualified legal counsel before using or adapting this document. © Montague Law.