Technology Transfer Agreement

IP Assignment Template

Legal Template

Sections

Technology Transfer and Assignment Agreement

Template for assigning pre-incorporation intellectual property to the company

Why This Matters

Without this agreement, the C-Corp may not legally own code written before incorporation. Investors will require clean IP chain of title before funding.

Parties

Assignor

Individual/Founder who created the IP

Assignee

The Company (Delaware C-Corp)

Purpose

Irrevocably transfer all right, title, and interest in pre-incorporation Technology to the Company, establishing clean chain of title for investors and future transactions.

Full Agreement Template

TECHNOLOGY TRANSFER AND ASSIGNMENT AGREEMENT

This Technology Transfer and Assignment Agreement (the "Agreement") is made and entered into as of [Date] (the "Effective Date"), by and between [Name of Individual/Founder] ("Assignor"), and [Company Name], a [State] [Corporation/LLC] ("Assignee" or the "Company").

RECITALS

WHEREAS, Assignor has designed, developed, created, and/or authored certain technology, software, concepts, and intellectual property (as more fully described in Exhibit A, attached hereto) prior to the incorporation/formation of the Company (collectively, the "Technology"); and

WHEREAS, Assignor desires to transfer and assign all right, title, and interest in and to the Technology to the Company, and the Company desires to acquire the same.

AGREEMENT

1. Assignment. Assignor hereby irrevocably sells, transfers, conveys, assigns, and delivers to the Company, its successors and assigns, all of Assignor's right, title, and interest in and to the Technology.

2. Consideration. [See Section 2 options]

3. Representations and Warranties. Assignor represents and warrants to the Company that:
   (a) Assignor is the sole creator and owner of the Technology;
   (b) Assignor has the full legal right and authority to enter into this Agreement;
   (c) The Technology is free and clear of any liens, claims, or encumbrances;
   (d) The Technology does not infringe upon third-party IP rights.

4. Further Assurances. Assignor agrees to execute further documents as needed.

5. Moral Rights Waiver. Assignor waives all moral rights in the Technology.

6. Governing Law. [State]

[Signature blocks for Assignor and Assignee]

TECHNOLOGY TRANSFER AND ASSIGNMENT AGREEMENT This Technology Transfer and Assignment Agreement (the "Agreement") is made and entered into as of [Date] (the "Effective Date"), by and between [Name of Individual/Founder] ("Assignor"), and [Company Name], a [State] [Corporation/LLC] ("Assignee" or the "Company"). RECITALS WHEREAS, Assignor has designed, developed, created, and/or authored certain technology, software, concepts, and intellectual property (as more fully described in Exhibit A, attached hereto) prior to the incorporation/formation of the Company (collectively, the "Technology"); and WHEREAS, Assignor desires to transfer and assign all right, title, and interest in and to the Technology to the Company, and the Company desires to acquire the same. AGREEMENT 1. Assignment. Assignor hereby irrevocably sells, transfers, conveys, assigns, and delivers to the Company, its successors and assigns, all of Assignor's right, title, and interest in and to the Technology. 2. Consideration. [See Section 2 options] 3. Representations and Warranties. Assignor represents and warrants to the Company that: (a) Assignor is the sole creator and owner of the Technology; (b) Assignor has the full legal right and authority to enter into this Agreement; (c) The Technology is free and clear of any liens, claims, or encumbrances; (d) The Technology does not infringe upon third-party IP rights. 4. Further Assurances. Assignor agrees to execute further documents as needed. 5. Moral Rights Waiver. Assignor waives all moral rights in the Technology. 6. Governing Law. [State] [Signature blocks for Assignor and Assignee]