Intellectual Property (IP) Transfer Agreement (Germany) by Seedsummit

Transfer of Intellectual Property Rights and Grant of Usage Rights

between

[o]

- hereinafter referred to as “Company” -

and

[o]

- hereinafter also referred to as “Originator”

Definitions

If the terms defined below are used in this Agreement, they shall have the meaning stated below for purposes of this Agreement:

“Parties”: means the Company and the Originator together.

“Work Results": includes all work results, creations, inventions, findings, works, and other protectable performance results in the broadest sense, in the creation of which the Originator was, is, or will be involved at least partially in connection with his employment or freelance agreement as defined below with the Company.

“Intellectual Property Rights”: means all registered or unregistered, filed or not (yet) filed intellectual property rights and commercial proprietary rights, in particular (without limitation) (A) all copyrights and related rights (ancillary copyrights), including but not limited to all rights to (i) literary works, (ii) pictorial works and motion pictures, (iii) scientific and technical drawings, (iv) computer programs and computer software, including any form of source code, object code and any other form of code as well as any algorithms underlying the code and any documentation, and (v) databases; (B) German, European and foreign trademarks and trademark applications; (C) German, European and foreign patents and patent applications, utility models and semiconductor topographies; (D) German design rights and Community design rights; (E) protected business and trade secrets and know how.

Preamble

The Originator [is employed at the company/is an independent service provider (as a so-called Freelancer)]. Insofar, the Parties have a corresponding contractual relationship with each other [, particularly based on the agreement dated [● date ●]].

Based on this contractual relationship, the Originator provides services to the Company. Work Results may be the result of these services.

With this Agreement any Intellectual Property Rights of the Originator in respect to all previous, current, and future Work Results, particularly, without limitation, any copyrights, are transferred to the Company to the broadest extent permitted by law.

[This applies in particular, but not exclusively, to the following previously created Work Results]

- [●]

Transfer of rights

The Originator hereby transfers all Intellectual Property Rights and all other rights which exist with respect to Work Results or result from their usage and/or are embodied within them (collectively the “Rights to the Work Results”) at the time of their development to the Company, in their entirety_[exclusively/non-exclusively], [worldwide/restricted to [name of territories], [indefinitely / restricted to [[amount] [months/years]] from the date of entering into this Agreement] and [freely transferable and sublicensable / non-transferable and non-sublicensable]. The Company accepts such transfer.

In case that the foregoing transfer of rights is not effected due to applicable compulsory law, particularly with respect to copyright (Urheberrecht), the Originator hereby grants to the accepting Company an [exclusive/non-exclusive] usage right to the Work Results for any type of use including for previously unknown types of use [worldwide/restricted to [name of territories], [indefinitely / restricted to [[amount] [months/years]] from the date of entering into this Agreement] and [freely transferable and sublicensable / non-transferable and non-sublicensable]. The granting of rights includes, but is not limited to the right of publication (Sec. 12 German Copyright Act), the right of reproduction (Sec. 16 German Copyright Act), the right of distribution (Sec. 17 German Copyright Act), the right of exhibition (Sec. 18 German Copyright Act), the right of recitation, performance and presentation (Sec. 19 German Copyright Act), the right of making the work available to the public (Sec. 19a German Copyright Act), the right of broadcasting (Sec. 20 German Copyright Act), the right to communication by video or audio recordings (Sec. 21 German Copyright Act), the rights pursuant to Sec. 22 German Copyright Act and the right to prepare, publish and exploit derivative works of Work Results under consideration of the author's moral rights (Sec. 23 German Copyright Act). The Company accepts such transfer.

Application of Clause 3 to Work Results and Intellectual Property Rights created prior to the Parties' cooperation

Clause 3 applies accordingly to all Work Results in the broadest sense and Intellectual Property Rights thereto, which the Originator acquired prior to commencing his work for the Company and which he integrated into his Work Results for the Company.

If such Work Results and Intellectual Property Rights should not have been transferred to the Company in the past or not in accordance with Clause 3 above completely they are hereby transferred to the Company pursuant to Clause 3. The Company accepts such transfer.

Waiver of assertion of moral rights

Insofar as the Originator is entitled to a right to attribution, he shall waive the right to be named as the author of the Work Results to the extent customary in the industry. The Company shall have the right to change the work, its title or the author's designation, taking into account the legitimate interests of the Originator.

Exception with respect to Open-Source Software

For the avoidance of doubt: to the extent that the Originator has participated or will participate, in connection with his employment with the Company, in the (further) development, the revision, editing, extending or any other form of processing as well as the publication, distribution and making available to the public of so-called open source software, or to the extent that the Originator has, prior to commencing his work for the Company, developed so-called open source software which he has integrated or will integrate into his Work Results for the Company, Clauses 3 through 5 shall not apply. The Originator will inform the Company about the aforementioned use of open-source software by identifying the relevant software modules and the respective applicable open-source license.

Inventions and technical improvement proposals

The German Employees' Inventions Act (Gesetz über Arbeitnehmererfindungen, ArbnErfG) shall apply to rights to inventions or technical improvements made or developed by the Originator during his work for the Company or in connection with his work for the Company or on the basis of his work for the Company or on the basis of Work Results of the Company.

The Originator shall therefore be obliged to notify the Company in text form without delay of any invention or technical improvement made during the term of employment in accordance with the provisions of Section 5 (2) ArbnErfG and to clarify that this is a notification of an invention or a technical improvement.

The Originator hereby confirms that he has duly reported to the Company all previous inventions or technical improvements made during the employment for the Company.

If the Originator is a commercial agent, teleworker, freelancer or legal representative of the Company and the provisions of the German Employees' Inventions Act therefore do not apply to the Originator, the parties nevertheless agree on the application of these rules.

Proof obligations

Upon the Company's request and at the Company's expense, the Originator is required to perform any actions and make any declaration necessary to facilitate the transfer of Rights pursuant to Clause 3 as well as confirm the transfer of Rights to the Work Results under this Agreement vis-à-vis third parties in writing using forms provided by the Company or by public agencies, if the Company has a justified interest in providing the corresponding proof. This applies in particular, but not exclusively, in connection with public proceedings for the registration of Intellectual Property Rights.

Remuneration

The transfer of all Rights to the Work Results under this Agreement and the further supporting actions pursuant to Clause 8 (for which expenses are borne by the Company) are compensated by [a one-time payment of [enter the amount and currency]/the remuneration owed to the Originator pursuant to the contractual relationship with the Company]. The compensation is due 14 days after entering into this Agreement. Further remuneration claims of the Originator do not exist. Any mandatory statutory claims for remuneration shall remain unaffected.

Final provisions

This contract is governed exclusively by the law of Germany.

The place of jurisdiction for all disputes arising from or in connection with this Agreement is – to the extent permissible under applicable statutory law – [Place].

The statutory rules pursuant to Sec. 32, 32a, 32d to 32f and 38(4) German Copyright Act as well as the mandatory provisions of the ArbnErfG remain unaffected. The Parties agree that no oral agreements beyond the wording of this Agreement were concluded.

Changes and amendments to this Agreement require the written form (Schriftform) to be effective; this shall also apply to any change of this written-form agreement.

If any provision of this Agreement and/or any subsequent change or amendment should be or become ineffective, the effectiveness of the remainder of the Agreement shall remain unaffected. In the case of an ineffective provision, the Parties are required to agree on an effective and reasonable replacement provision, which resembles the economic purpose pursued by the Parties with the ineffective provision as closely as possible.