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Contract analysis / founder-ip-assignment-confirmation.docx
founder-ip-assignment-confirmation.docx
High · 3
Medium · 2
Standard · 0
1. CONFIRMATION OF CIIAA
Medium
⚑ Forum / governing law
1. CONFIRMATION OF CIIAA The Founder hereby confirms that the CIIAA executed by the Founder on September 14, 2021, in connection with the Founder's RSPA, is and remains in full force and effect as of the date hereof. The Founder has complied with all obligations imposed upon the Founder under the CIIAA from and after the date of execution thereof through and including the date of this Confirmation. The Founder has no
2. CONFIRMATION OF IP ASSIGNMENT
High
⚑ Non-compete / exclusivity restraint
2. CONFIRMATION OF IP ASSIGNMENT The Founder hereby confirms that all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks, service marks, trade names, trade dress, trade secrets, know-how, processes, techniques, methods, compositions of matter, formulae, algorithms, software programs, databases, and other intellectual property and proprietary rights,
3. NO CONFLICTS; NO THIRD-PARTY CLAIMS
High
⚑ Non-compete / exclusivity restraint
3. NO CONFLICTS; NO THIRD-PARTY CLAIMS The Founder represents, warrants, and confirms to the Company and the Purchasers that, as of the date hereof: (a) No third party has any claim, lien, security interest, encumbrance, or other right of any kind in or to any of the Company IP, and to the Founder's knowledge, no third party has asserted or threatened to assert any such claim, lien, security interest, encumbrance, or
4. FOUNDER'S EQUITY POSITION
4. FOUNDER'S EQUITY POSITION The Founder acknowledges that the Founder acquired shares of Common Stock, par value $0.0001 per share, of the Company pursuant to and in accordance with the terms and conditions of the Founder's RSPA dated September 14, 2021. Such shares are subject to a four-year vesting schedule with a one-year cliff vesting period, with a vesting commencement date of September 14, 2021, and monthly ve
5. CONTINUING OBLIGATIONS
Medium
⚑ Confidentiality undertaking
5. CONTINUING OBLIGATIONS The Founder acknowledges and agrees that the CIIAA imposes continuing obligations on the Founder, including without limitation obligations of confidentiality with respect to the Company's proprietary and confidential information, obligations of invention assignment with respect to inventions and works of authorship conceived, created, or developed by the Founder in connection with the Compan
6. RELIANCE
6. RELIANCE This Confirmation is being delivered for the benefit of the Company and the Purchasers in connection with the SAFE Round and may be relied upon by the Company, the Purchasers, and their respective successors, assigns, and legal counsel, including Calderwood & Harkness LLP (counsel to the Company) and Holloway, Fenn & Archer LLP (counsel to the Purchasers), in connection with the closing of the SAFE Round,
7. MISCELLANEOUS
High
⚑ Non-compete / exclusivity restraint
7. MISCELLANEOUS 7.1 Governing Law. This Confirmation shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any legal action, suit, or proceedi