1.1 Purpose

This Intellectual Property Assignment Agreement clarifies ownership rights for all work products created during professional engagements between Anthromorphe LLC ("Company") and clients ("Client").

1.2 Key Definitions

"Custom Work Product"

Original materials specifically created for Client, including custom code, designs, configurations, and documentation.

"Pre-Existing IP"

Intellectual property owned by Company prior to the engagement, including methodologies, tools, and frameworks.

"Third-Party IP"

Software, libraries, APIs, and other intellectual property owned by third parties and incorporated into deliverables.

"AI Models"

Machine learning models, training data sets, algorithms, and AI-generated content created for Client.

2.1 Assignment of Custom Work Product

Upon full payment of all fees, Company assigns to Client all rights, title, and interest in Custom Work Product specifically created for Client, including:

2.2 Rights Granted to Client

Client receives the following rights to Custom Work Product:

• Unlimited use, modification, and distribution rights
• Right to create derivative works and improvements
• Right to transfer ownership to third parties
• Right to register copyrights and trademarks
• Commercial exploitation and licensing rights

3.1 Pre-Existing Intellectual Property

Company retains all rights to Pre-Existing IP, including but not limited to:

• Proprietary development methodologies and frameworks
• Reusable code libraries and components
• Business processes and operational procedures
• Tools, utilities, and development environments
• General knowledge, skills, and experience

3.2 License to Pre-Existing IP

Company grants Client a perpetual, non-exclusive license to use Pre-Existing IP that is incorporated into deliverables, solely for the operation and maintenance of the delivered solution.

3.3 Derivative Knowledge Rights

Company retains rights to general knowledge, techniques, and methodologies developed during the engagement that can be applied to future projects without disclosing Client confidential information.

3.4 Portfolio and Marketing Rights

Company may display completed work in portfolios and marketing materials, subject to confidentiality requirements and with Client consent for non-public projects.

4.1 Third-Party Software and Libraries

Deliverables may incorporate Third-Party IP subject to separate licensing terms. Common examples include:

4.2 Client Licensing Responsibilities

Client is responsible for:

• Compliance with all third-party licensing terms
• Payment of ongoing licensing fees where applicable
• Maintaining required license documentation
• Ensuring proper attribution and copyright notices

4.3 License Documentation

Company will provide documentation of all significant Third-Party IP incorporated into deliverables, including license requirements and restrictions.

5.1 Custom AI Model Ownership

Custom AI models specifically trained for Client using Client data become Client property upon full payment, including:

• Model weights, parameters, and configurations
• Training procedures and optimization settings
• Model evaluation metrics and documentation
• Deployment configurations and integration code

5.2 Training Data Considerations

Ownership of training data depends on its source:

• Client Data: Remains Client property with usage rights granted to Company during development
• Public Data: No ownership claims by either party
• Third-Party Data: Subject to original licensing terms
• Synthetic Data: Generated data may be jointly owned or assigned to Client

5.3 AI-Generated Content

Content generated by AI models during development (text, images, code) is assigned to Client where legally permissible, subject to applicable copyright and intellectual property laws.

5.4 Model Improvement Rights

Company retains rights to general AI methodologies and techniques developed during model creation, but not to Client-specific model implementations or proprietary data insights.

6.1 IP Warranties

Company warrants that:

• Custom Work Product is original or properly licensed
• Assignment of rights is free from conflicting claims
• No third-party IP rights are knowingly infringed
• All necessary permissions have been obtained

6.2 Indemnification

Company will defend and indemnify Client against claims that Custom Work Product infringes third-party intellectual property rights, provided Client:

• Promptly notifies Company of any claims
• Allows Company to control defense and settlement
• Provides reasonable cooperation in defense
• Has not modified the work product in ways that cause infringement

6.3 Limitation of Indemnification

Indemnification does not apply to:

• Client-requested incorporation of specific third-party IP
• Modifications made by Client or third parties
• Use outside the scope of granted licenses
• Combination with non-Company developed materials

7.1 Registration Assistance

Company will provide reasonable assistance to Client in registering copyrights or trademarks for Custom Work Product, at Client's expense.

7.2 Survival of Terms

IP assignment and licensing terms survive termination of the underlying service agreement. Ownership rights are permanent upon full payment.

7.3 Governing Law

This IP Assignment Agreement is governed by California state law and applicable federal intellectual property statutes.

7.4 Amendments

Modifications to IP ownership terms must be documented in writing and signed by both parties. Individual project agreements may specify different IP arrangements where explicitly stated.