This agreement solves the problem of IP assignment and future equity distribution for a technology developed at a hackathon or similar collaborative coding event. How? At the event, the team members assign all IP right to the Hackathon itself, that acts as a sort of third, impartial party (almost a trustee, or an escrow agent). Then, when the event is over, the members have the option meet up to decide (1) to further work on the project by creati... show moreng a new entity to develop the technology and (2) how the ownership of the entity will be divided among the group. In this case, the hackathon re-assigns the IP to the new startup and the original developers.
Revised Collaboration Agreement
The undersigned (each a “Collaborator” and together the “Collaborators”) are collaborating with the purpose of developing as a team a business concept and related technology relating to
Describe technology in detail here (the "Technology")
, which was planned, created, and authored by the undersigned over the course of Hackathon Name, Dates of Hackathon.
If developed, the Technology would be transferred to and launched by a start-up company (the "Start-Up Company"). For this purpose, the undersigned Collaborators hereby agree as follows:
- Over the course of the above-named event, each Collaborator shall assign to the Hackathon Entity absolutely with full title guarantee all of his or her right, title, and interest in and to the Technology and all intellectual property associated therewith (the "IP") for the full term of such rights and all renewals and extensions and shall do all such further acts and deeds and things and execute all such further documents and instruments as may from time to time be required by the Start-Up Company that are necessary or desirable to vest absolute legal and beneficial ownership of the Technology in the Start-Up Company.
- After completion of the above-named event, any Collaborator or Collaborators who wish/es to develop the Technology into a start-up company must call a meeting (the "Meeting") at a reasonable tiem and place to consult with all undersigned and reach an agreement as to the disposition of the Technology and the IP. Initiating communications with the Hackathon entity regarding the Technology or the IP before consulting with all Collaborators shall constitute a breach of this agreement. At the Meeting, or any subsequent discussions, the Collaborators must agree in writing upon the following items:
- The participants in the Start-Up Company (whether employees or owners);
- A reasonable settlement for Collaborators who will not participate in the Start-Up Company.
Each Collaborator hereby represents and warrants to the other Collaborators that he or she is not a party to any agreement or arrangement which would restrict such Collaborator’s ability to perform its obligations as set forth above and that no third party can claim any rights to the Technology which may be developed by each Collaborator that is the subject of this Agreement.
This Agreement shall be governed by and construed in all respects in accordance with state law.
- Printed Name & Signature of Collaborator 1, Date, Time
- Printed Name & Signature of Collaborator 2, Date, Time
- Printed Name & Signature of Collaborator 3, Date, Time
Hackathon Rep Printed Name & Signature, Date, Time