[COMPANY] TECHNOLOGY ASSIGNMENT AGREEMENT
This Technology Assignment Agreement (the “Agreement”) is effective as of [_____________, 20__] between [COMPANY], a Delaware corporation, having an address at [ADDRESS] (“Company”), and [NAME], an individual (“Developer”).
• Assignment. Developer hereby assigns to Company exclusively and throughout the world all right, title and interest (whether or not now existing) in (a) the subject matter referred to in Exhibit A (the “Technology”), (b) all precursors, portions and works in progress with respect thereto and all inventions, works of authorship, mask works, technology, information, know-how, materials and tools relating thereto or to the development, support or maintenance thereof and (c) all copyrights, patent rights, trade secret rights, trademark rights, mask works rights, sui generis database rights and all other intellectual and industrial property rights of any sort and all business, contract rights, causes of action, and goodwill in, incorporated or embodied in, used to develop, or related to any of the foregoing (collectively, “Intellectual Property”). To the extent allowed by applicable law, this Section 1 includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as moral rights, artist’s rights, droit moral or the like (collectively, “Moral Rights”). To the extent Developer retains any Moral Rights under applicable law, Developer hereby ratifies and consents, and hereby provides all necessary ratifications and consents, to any action that may be taken with respect to such Moral Rights by or authorized by Company, and Developer agrees not to assert any Moral Rights with respect thereto. Developer will confirm any such ratification, consent or agreement from time to time as requested by Company.
• Consideration. Company issued to Developer common stock of the Company on or around the effective date of this Agreement pursuant to the provisions of a Common Stock Purchase Agreement, dated as of the effective date hereof, between Company and Developer.
• Further Assurances. Developer agrees to assist Company in every proper way to evidence, record and perfect the Section 1 assignment and to apply for and obtain recordation of and from time to time enforce, maintain and defend the assigned rights. If Company is unable for any reason whatsoever to secure Developer’s signature to any document it is entitled to under this Section 3, Developer hereby irrevocably designates and appoints Company and its duly authorized officers and agents, as his agents and attorneys-in-fact with full power of substitution to act for and on his behalf and instead of Developer, to execute and file any such document or documents and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by Developer.