INTELLECTUAL PROPERTY AGREEMENT

Intellectual Property Agreement

An agreement from Northwind Studio covering the assignment of work-product IP and licensing of background IP.

Parties and Overview

This agreement is entered into by Northwind Studio (the "Assignor") and Acme Co (the "Assignee") in connection with a separate services agreement between the parties. Ownership of work product transfers to the Assignee, while pre-existing Assignor tools remain with the Assignor and are licensed for use in the delivered work.

Objectives

• Transfer new work product to the Assignee cleanly.
• Keep Assignor's pre-existing tools separately owned.
• License background IP so deliverables remain usable.
• Tie the effective date to full payment.

Scope and Deliverables

The agreement covers three areas: assigned IP, background IP, and effective transfer on final payment.

What is included

• Full assignment of Assignee-specific work product
• Retention of Assignor's background IP
• Perpetual license for background IP in deliverables
• Disclosure of any open-source or third-party components

Not included: assignment of general Assignor tools, third-party IP the Assignor does not own, moral rights waivers where not allowed by law, and warranty against third-party infringement outside the delivered work.

Fees and Payment

The assignment is made in exchange for the consideration below and the fees paid under the separate services agreement between the parties.

Payment Schedule

Invoices are due within 15 days. Until the assignment fee and the underlying services fees are paid in full, all rights in the deliverables remain with the Assignor.

Acceptance

To proceed, complete the fields below and sign. This contract is valid for 30 days from the date on the cover.

PURCHASE ORDER NUMBER

PREFERRED START DATE