Intellectual Property Assignment Agreement Template

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Northwind Traders, Inc.

IP Assignment

May 1, 2025

Intellectual Property Assignment Agreement

EffectiveMay 1, 2025

Consideration$5,000.00

Payment DueWithin 30 days

Assignor

Robin Walsh

12 Elm Street, Cambridge, MA 02139

Assignee

Northwind Traders, Inc.

200 Tech Park, Boston, MA 02110

This Intellectual Property Assignment Agreement (the "Agreement") is made as of May 1, 2025 (the "Effective Date") between Robin Walsh ("Assignor") and Northwind Traders, Inc. ("Assignee").

1. Assigned IP

For the Consideration described in Section 2, Assignor hereby irrevocably assigns, transfers, and conveys to Assignee all right, title, and interest worldwide in and to the following intellectual property (the "Assigned IP"):

All source code, documentation, design assets, and trained model weights created by Assignor for the Northwind demand-forecasting module between September 1, 2024 and April 30, 2025.

The Assigned IP includes all patents and patent applications, copyrights, trade secrets, know-how, and other intellectual property rights in it, any trademarks in it together with the goodwill of the business symbolized by them, and all claims and causes of action for past, present, and future infringement, with the right to sue for and keep all damages and other recoveries.

2. Consideration

In consideration for the assignment, and as full payment for it, Assignee shall pay Assignor $5,000.00 (the "Consideration") within 30 days of the Effective Date. Assignor acknowledges that the Consideration is sufficient.

3. Further Assurances

Assignor agrees to execute any further documents and take any further actions reasonably required to perfect and record Assignee's title in the Assigned IP, at Assignee's expense. If Assignor does not sign any such document within 10 business days after Assignee's written request, Assignor appoints Assignee as Assignor's attorney-in-fact, solely to sign and file that document.

4. Moral Rights

To the extent permitted by applicable law, Assignor waives, and agrees not to assert, all moral rights and similar rights in the Assigned IP.

5. Representations

Assignor represents that (a) Assignor is the sole owner of the Assigned IP and has full authority to make this assignment; (b) Assignor has not granted any license, lien, or other right in the Assigned IP to anyone else; (c) no current or former employer or client of Assignor, other than Assignee, has any claim to the Assigned IP; and (d) to Assignor's knowledge, the Assigned IP does not infringe or misappropriate the rights of any third party.

6. General

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. It is the parties' entire agreement about the Assigned IP and may be amended only in a writing signed by both parties. If any provision is unenforceable, the rest remains in effect. It may be signed in counterparts and by electronic signature, each of which is an original.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the Effective Date.

Assignor

Robin Walsh

Assignee

Avery Lee

Chief Legal Officer, Northwind Traders, Inc.