ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS

THIS AGREEMENT AND ASSIGNMENT is effective as of                            20      , by and between the Buyer identified below (hereinafter, “Buyer”), and the Creator identified below (hereinafter, “Creator”).

A. Buyer has accessed the Bashi platform (“Platform”) to connect with Creators who showcase their designs and expertise, and to pursue potential opportunities.

B. Creator has submitted the work set out in Exhibit A (“the Work”) in relation to an opportunity posted on or request made through the Platform, and Buyer is desirous of obtaining the intellectual property rights to the Work; and

C. Creator agrees to assign its intellectual property rights in the Work to the Buyer on the terms set forth in this Agreement.

In consideration of the mutual agreements contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Assignment of IP Rights. Creator hereby assigns and transfers to Buyer all intellectual property rights embodied in the Work set out in Exhibit A, including all rights in copyright ownership in that Work or portion of a Work, industrial design registrations, utility models, and patents, which shall be the exclusive property of Buyer. Creator hereby assigns and transfers to Buyer all right, title and interest in and to all such intellectual property rights, including all corresponding patents, patent applications, utility models and design registrations. The transfer of rights in this section will not be subject to termination or revocation under any circumstances. Creator agrees to promptly execute and return to Buyer any document reasonably requested by Buyer to effect or perfect the assignment of such rights to and the ownership of such rights by Buyer. Creator acknowledges that the payment referenced in Paragraph 2 is the full compensation to Creator for the assignment.

2. Compensation. Buyer shall pay Creator the agreed fee set out in Exhibit A for assignment of the intellectual property right in the Work.

3. Independent Contractor. Creator has created and developed the Work as an independent contractor, working at Creator's own hours and using Creator's own equipment and at Creator's own chosen place of work. Nothing contained in this Agreement shall be construed to constitute the parties as partners, employer/employee, agents or joint venturers of each other. No party shall have the authority to bind another in any respect.

4. Intellectual Property Warranties. Creator warrants to Buyer that the Work is its, his or her original work, and does not infringe on any copyright held by Creator or any other party. Creator will indemnify Buyer and hold Buyer harmless from all losses or damages (including court costs and reasonable fees of attorneys and expert witnesses) incurred by Buyer to the extent that such losses or damages arise out of or result from the infringement or misappropriation by the Work.

5. General. The laws of the State of New York applicable to contracts negotiated and performed in the State of New York will govern this Agreement. If there is a dispute between the parties relating to this Agreement, the party substantially prevailing will be entitled to recover all costs and expenses of any subsequent proceedings (including trial, appellate, and arbitration proceedings). This Agreement contains the complete understanding of the parties with respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written. Modifications to this Agreement may be made only in writing signed by the parties. The attached Exhibit A is hereby incorporated as part of this Agreement.

Accepted for Buyer: Accepted for Creator:
   
NAME OF BUYER NAME OF CREATOR
   
DATE SIGNATURE DATE SIGNATURE
   
NAME and TITLE NAME and TITLE (if applicable)


EXHIBIT A

Creator Name:


Description of Work:




Agreed Fee:


Accepted for Buyer: Accepted for Creator:
   
SIGNATURE /DATE SIGNATURE /DATE