This a document meant to get an assigment/license from non-continuing participants from a Startup Weekend team, when only part of the team decides to continue the idea
CONFIDENTIALITY AND ASSIGNMENT AGREEMENT
Thank you for being a part of our team over Lincoln’s inaugural Startup Weekend from September 7-9, 2012(“Startup Weekend”). We greatly appreciate your interest in the “[Project]” project (“[Project]”). ______________, ____________, and __________ (the “Founders”) have decided to further pursue some of the themes and ideas discussed over the weekend. However, in order to start the venture out on the right foot, protect the confidentiality of certain information that was shared, and ensure that the Founders have full rights and ownership of any intellectual property created related to [Project], we ask that you review this letter and sign below if you agree to abide by its terms. (In addition, our lawyer is making us do this.)
We ask you to agree to the following, effective as of the date you sign below:
1. In the course of our dealings over Startup Weekend, information was disclosed to the members of the [Project] team pertaining to the project that the Founders considerconfidential. This “Confidential Information” includes all non-public information that was shared in the pursuant and development of [Project]. However, to clarify, Confidential Information does not include information that (a) was previously known to you without restriction; (b) is publicly available through no fault of your own; (c) is rightfully received by you from a some other third party; or (d) is independently developed or discovered by you without reference to anything you learned from us.
2. You agree to use a reasonable degree of care to protect our Confidential Information and to prevent any unauthorized use or disclosure of the Confidential Information.
3. You agree that you hereby assign and transfer any and all patent, copyright, trademark, trade name, trade secret, moral rights, or other intellectual property rights you may have in the Confidential Information and in any other intellectual property related to [Project] to the Founders so that they may pursue the continuation of the project. You further agree to assist the Founders in any further transfer of such rights to any entity related to this project which may later be formed.
4. You agree that the Founders will be able to use (for any purpose, without limitations, and with no further obligations to pay any royalty or any other consideration) any information you disclosed to them while working together on [Project] over Startup Weekend, including any advice, ideas, logos, designs, writings, software code, or other work product.
5. You understand that even though Confidential Information and other ideas related to [Project] may have been shared with you, no licenses or rights in such information has been granted to you, or are implied by reason of this agreement. You understand and agree that you have relinquished all intellectual property in any Confidential Information.
6. You also understand that this agreement does not create any agency, partnership, or contractor relationship between us and that you will have no interest in [Project]as it progresses.
7. This agreement sets forth the entire agreement between us on this topicand shall be governed by Nebraska law. Any amendments must be in writing. Failure to enforce any of provisions of this agreement will not constitute a waiver.
By signing below and for consideration of [$10.00] which I deem adequate and acknowledge receipt of, I hereby agree to comply with the provisions set forth in this letter.
Print Name: ________________