5. Other insurance. The buyer undertakes to execute all documents and documents and to perform other acts that are reasonably required by the company to prove, defend and fully implement the company`s property rights on the specific purpose assigned to it, such as. B the acquisition and application of copyrights, patents or trademarks, and full participation in the continuation of the company`s activities. , the application and defence of these property rights. The buyer also accepts that if, for whatever reason, the company is unable to obtain signatures to apply for or sue patents, copyrights, trademarks or other property rights relating to intellectual property transferred to the aforementioned business, the buyer irrevocably designates and appoints the business as the buyer`s representative and lawyer. to act for and on behalf of the purchaser, to execute and file these applications and to make all other legitimately authorized acts in order to prosecute and issue patents, copyrights, trademarks and other listings with the same legal force and effect that the purchaser has performed. Two founders, John and Jane, are developing a new software application. John has extensive experience in business development, branding and distribution, while Jane is an experienced software developer. While they are working on the beta version of the app, John and Jane begin talking with a friend of the investor, Joe, about the possibility of investing in the business. Passionate, Joe decided to invest $100,000 to finance the launch of the company`s beta app. Shortly after Joe invested, John and Jane broke down and Jane decides to leave the company. Jane chooses to take the code she developed for the application and launch virtually the same application for a new business.
John has yet to find a new developer, and Joe is angry because most of the value of the business was tied in the IP that Jane developed. Since Jane did not reject her rights to the IP address she developed for the company, neither John nor Joe have the ability to prevent Jane from developing a competing product. In addition, Jane May limit Jane John`s ability to use the IP address she has developed because she holds the rights to the IP address. Joe should have asked John and Jane to put in place an IP award agreement and put each founder on a timeline to continue working in the company. Investors can demand that all the founders of a company have transferred the intellectual property to the company. Although it may seem, you are not the company, and the company is not you. It is the company, not the founders (or an employee, advisor or shareholder) who must own the IP. It may seem inconceivable that an important member of the team will one day separate from the company. But if the unimaginable becomes inevitable, the company will be able to continue because it clearly owns the necessary IP. 6. Representations and alliances. Zendesor ensures and guarantees that (i) the assignee is the owner of all the right, property and interest in and for intellectual property, (ii) the assignee has the exclusive right and power to enter into this agreement and to grant the rights to this contract, (iii) that the purchaser has not previously granted intellectual property rights or licences.
, (iv) that the buyer does not have the right to own or benefit from this contract; other intellectual property rights related to intellectual property. (v) the assignee is not required to obtain a consulting contract, employment contract or other contract or obligation that is in contradiction with these obligations of the assignee or would prevent him from fully fulfilling the obligations of the assignee under this contract, and the assignee will not make such an agreement or commitment during the period of employment of the contracting entity by the company; (vi) there are no ongoing or threatened measures, investigations or procedures, nor any basis for any of the above known measures as to which would have ensured the previous use of the Zed