Intellectual Property Assignment Agreement
Standing IP assignment of pre-incorporation work into HookPilot Caption Studio LLC.
1. Parties
This Intellectual Property Assignment Agreement is between the founder of HookPilot Caption Studio LLC (the "Assignor") and HookPilot Caption Studio LLC (the "Company"). It applies to all intellectual property created by the Assignor prior to the formation of the Company that relates to the Company's business.
2. Assigned IP
The Assignor irrevocably assigns to the Company, worldwide and in perpetuity, all right, title and interest in and to: source code, designs, copy and content; prompts, agent charters, framework libraries, evaluation suites, memory schemas and orchestration logic that became the HookPilot AI Workforce Operating System; trademarks, brand assets and domain names listed in the Trademark Protection Guide; documentation, internal playbooks, customer-facing materials; and any other IP itemised in the Founder IP Ownership & Assignment Record.
3. Effective Date
The assignment is effective as of the date of formation of HookPilot Caption Studio LLC and is intended to be retroactive to the original creation date of each item, to the extent permitted by law.
4. Background IP Excluded
The Assignor retains pre-existing rights in items expressly listed as "Background IP" in the executed Agreement. Background IP that is embedded in the Assigned IP is licensed to the Company on a perpetual, worldwide, royalty-free, sublicensable basis to the extent necessary for the Company to exploit the Assigned IP.
5. AI Prompts and Charters
For the avoidance of doubt: every prompt, charter, framework library and orchestration artifact used by the HookPilot AI Workforce Operating System is owned by the Company, including those authored by the Assignor before formation. This mirrors the work-for-hire treatment that applies to current contributors under the Independent Contractor Agreement.
6. Further Assurances
The Assignor will execute any further documents, file any further registrations (USPTO, EUIPO, UKIPO, USCO), and take any further actions reasonably necessary to perfect the Company's ownership.
7. Moral Rights
To the extent permitted by law, the Assignor waives all moral rights in the Assigned IP and consents to the Company's use, modification, publication and commercial exploitation of the Assigned IP without further notice.
8. Warranty
The Assignor warrants that they have the right to assign the Assigned IP, that the Assigned IP does not infringe the rights of any third party of which the Assignor is aware, and that no other person has rights inconsistent with this assignment.
9. Governing Law
This Agreement is governed by the laws of the State of Delaware. The parties consent to the exclusive jurisdiction of the state and federal courts in Delaware for any dispute.