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

INTELLECTUAL PROPERTY RIGHTS TRANSFER AGREEMENT

PARTIES

THE TRANSFEROR, whose details are set out below ('Transferor'); and

THE TRANSFEREE, whose details are set out below ('Transferee').

AGREED TERMS

Transfer of Intellectual Property Rights from the Transferor to the Transferee. In consideration of the sum of £1.00 (receipt of which the Transferor expressly acknowledges), the Transferor transfers to the Transferee with full title guarantee ownership of all Intellectual Property Rights that have been (or will be) created for the Transferee by the Transferor (or, if the Transferor is an entity, by the Transferor's staff) ('Transferred Rights').

Definition of Intellectual Property Rights. In this agreement, 'Intellectual Property Rights' means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist now or may subsist in the future in any part of the world.

The Transferee's permission to use Retained Rights. To the extent that the Transferor owns any Intellectual Property Rights that limit the use of the Transferred Rights ('Retained Rights'), the Transferor grants to the Transferee a non-exclusive, royalty-free, irrevocable, perpetual, sublicensable, transferable, worldwide right to use the Retained Rights as necessary to enable the use of the Transferred Rights by the Transferee without limitation.

Waiver of moral rights. The Transferor irrevocably waives (or, if the Transferor is an entity, warrants that it has obtained irrevocable waivers of) any moral rights in relation to the Transferred Rights and, so far as is legally possible, any broadly equivalent rights in any territory of the world.

Non-infringement warranty. The Transferor warrants that the use of the Transferred Rights will not infringe the rights (including the Intellectual Property Rights) of any third party.

Further Assurance. The Transferor shall perform (or procure the performance of) all further acts and things (including the signature of documents) required by law, or which the Transferee requests, to ensure the Transferred Rights vest to the Transferee.

Entire Agreement. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Variation. No variation of this agreement shall be effective unless it is in writing and signed by the parties.

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