IP Assignment Agreement Template

ATTORNEY REVIEW REQUIRED: This agreement template must be reviewed and finalized by legal counsel before use. The IP assignment provisions must align with the Technology License Agreement between the PROVENIQ Charitable Trust and the Corporation. State-specific enforceability requirements (WV and any other applicable jurisdictions) should be verified.

INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT TEMPLATE

This Intellectual Property Assignment Agreement (“Agreement”) is entered into as of __________ (“Effective Date”) by and between:

PROVENIQ Foundation, Inc. (“the Corporation”), a West Virginia nonprofit corporation, and

__________________________________________ (“Contributor”).

1. Background

The Corporation operates technology platforms and programs in the animal welfare space under license from the PROVENIQ Charitable Trust. The Contributor will perform work that may result in the creation of intellectual property related to these platforms and programs.

2. Assignment of Work Product

The Contributor agrees that all work product, inventions, discoveries, designs, code, specifications, documentation, data, and other materials created by the Contributor in the course of performing work for or on behalf of the Corporation (“Work Product”) shall be considered “work made for hire” to the fullest extent permitted by law. To the extent any Work Product does not qualify as work made for hire, the Contributor hereby irrevocably assigns to the Corporation all right, title, and interest in and to such Work Product, including all intellectual property rights therein.

3. Trust Ownership Acknowledgment

The Contributor acknowledges that technology intellectual property within the Pet Command ecosystem may be owned by the PROVENIQ Charitable Trust and licensed to the Corporation. The Contributor agrees that any assignment of Work Product to the Corporation shall be subject to the Corporation’s obligations under the Technology License Agreement with the Trust. The Contributor makes no claim to ownership of any Trust-owned intellectual property.

4. Moral Rights

To the extent permitted by law, the Contributor waives any and all moral rights in the Work Product, including rights of attribution and integrity.

5. Prior and Excluded Work

The Contributor shall identify in an attached schedule any pre-existing intellectual property that the Contributor intends to exclude from this assignment. Any pre-existing IP not identified is presumed assigned under this Agreement.

6. Cooperation

The Contributor agrees to execute any additional documents and take any additional actions necessary to perfect the Corporation’s rights in the Work Product.

7. Confidentiality

The Contributor agrees to maintain the confidentiality of all proprietary information encountered in the course of performing work for the Corporation, consistent with the Corporation’s Confidentiality Policy.

8. Term

This Agreement is effective as of the Effective Date and shall remain in effect for the duration of the Contributor’s engagement with the Corporation. The assignment and confidentiality obligations survive termination.

9. Governing Law

This Agreement shall be governed by the laws of the State of West Virginia.

PROVENIQ Foundation, Inc.

Signature: ______________________________________

Printed Name: ___________________________________

Title/Position: __________________________________

Date: ___________________________________________

Contributor:

Signature: ______________________________________

Printed Name: ___________________________________

Title/Position: __________________________________

Date: ___________________________________________