MaRS Discovery District - Notice

This sample Founder IP Assignment has been provided by MaRS Discovery District for informational purposes only
and does not constitute advertising, a solicitation, or legal advice. Neither the transmission of this sample Founder
IP Assignment nor the transmission of any information contained in this website is intended to create, and receipt
hereof or thereof does not constitute formation of, a lawyer-client relationship. Internet subscribers and online
readers should not rely upon this sample Founder IP Assignment or the information contained in this website for any
purpose without seeking legal advice from a qualified lawyer practicing in the reader’s province.

The information contained in this website is provided only as general information and may or may not reflect the
most current legal developments; accordingly, information on this website is not promised or guaranteed to be
correct or complete. MaRS Discovery District expressly disclaims all liability in respect to actions taken or not
taken based on any or all the contents of this website.

Sample Founder IP Assignment Agreement

INTELLECTUAL PROPERTY ASSIGNMENT TO CORPORATION BY FOUNDER

THIS AGREEMENT is made as of the____ day of _____________, 20__.

B E T W E E N:

[CORPORATION NAME], a corporation governed by the laws of

[ Canada or the Province of Ontario] (the “Corporation”)

- and -

[FOUNDER NAME] (the “Assignor”)

RECITALS

A. At the time of the incorporation of the Corporation, the Assignor was the owner of or
held proprietary rights in relation to intellectual property identified herein and related to
the Corporation’s business of [specific description of the business] (the "Intellectual
Property"), which Intellectual Property was developed in contemplation of being used,
either directly or indirectly, by the Corporation in connection with carrying on the
business of the Corporation.

B. Assignor understands that the Corporation respects third party proprietary rights and does
not desire to acquire any trade secrets or confidential information of third parties for
which disclosure has not been requested by Corporation and authorized by such third
party. Founder represents and warrants to the Corporation that (a) he is not under any
pre-existing obligation inconsistent with the terms of this instrument; (b) to the best of his
knowledge, the Intellectual Property is his original work, free and clear of any claims or
encumbrances of any kind, and, to the best of his knowledge, will not infringe any patent,
copyright or other proprietary right or violate a trade secret of any person or entity; (c) his
delivery of this instrument has not and will not violate or conflict with or result in a
breach of any terms, conditions, duties or obligations he has to any third party; and (d) he
has not authorized any third party to use, or granted any option to acquire any rights to or
licenses to use any of the Intellectual Property, nor has he covenanted or agreed with any
third party not to sue or otherwise enforce any legal rights with respect to any of the
Intellectual Property. The representations and warranties of this paragraph B shall
survive the date of this instrument.
 Sample Founder IP Assignment Agreement

C. The Assignor [has previously executed or is currently executing] an employment

agreement including proprietary information and confidentiality clauses, dated [date of
employment agreement] relating to his ongoing employment by the Corporation and the
assignment to the Corporation of his rights in respect of any intellectual property created
by him during his term of employment with the Corporation.

D. The Assignor, together with [names of other FOUNDERS if applicable] are the founders
(collectively the “Founders”) of the Corporation.

E. The Founders and the Corporation have agreed that the assignment of all Intellectual
Property referred to in Recital A above (the “Assigned Intellectual Property”) which was
held or owned, in any form or manner whatsoever, by each of the Founders prior to the
incorporation of the Corporation is material to the business of the Corporation and was
intended at all material times by the parties to be assigned by the Assignor and the other
Founders to the Corporation as a condition precedent to the employment of the Assignor
by the Corporation.

NOW THEREFORE, in consideration of the sum of __________ Dollars ($___) and other good
and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the
Corporation and the Assignor hereby agree that:

1. The Assignor acknowledges that in the Assignor’s capacity as a substantial shareholder of

the Corporation, he will benefit from this assignment of the Assigned Intellectual Property.

2. The Assignor hereby sells, assigns and transfers unto the Corporation, all his right, title and
interest, in and to the Assigned Intellectual Property created or owned in any form or manner
whatsoever by him prior to the date of the incorporation of the Corporation. To the extent
that any such Assigned Intellectual Property is not assignable or transferable to the
Corporation (“Non-assignable IP”), the Assignor hereby grants to the Corporation a non-
exclusive, royalty-free, irrevocable, perpetual, world-wide license to make, have made,
modify, manufacture, reproduce, sub-license, use and sell such Non-assignable IP, and any
residual rights the Assignor holds in the Non-assignable IP will be held by him in trust for
the sole benefit of the Corporation. The Assignor will convey, transfer, dispose of and
otherwise deal with the Non-assignable IP (including the execution and delivery of all
documents and other instruments relating to the Non-assignable IP) in such a manner as the
Corporation shall from time to time direct.

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first
mentioned above.

_________________________ _______________________________
Witness [Founder Name]

[CORPORATION NAME]

By:
Name:
Title:
2