Windward Navigator · Founder & advisor set

Founder IP Assignment Agreement

Move the code, designs, brand, and ideas a founder built before formation into the company — so the company, not the individual, owns what investors and acquirers will diligence — with a continuing assignment for what the founder builds next.

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Founder IP Assignment Agreement

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What this document does

Assigns the code, designs, brand, domains, data, and ideas a founder created before formation to the company, with a continuing assignment for what the founder builds next, representations about prior employers and third-party rights, moral-rights waiver, further-assurances and power-of-attorney mechanics, and schedules for what is assigned and what is excluded.

Use it when

A founder built something before the company existed, or will keep building after. Investors and acquirers ask for this document first; missing assignments are the most common diligence problem in early-stage deals.

Don't use it when

The person is an employee or contractor rather than a founder (use the contractor agreement or an employee invention-assignment agreement), or the IP was created under a prior employer's resources — that needs counsel before anything is signed.

What you'll need

The company's and founder's details, a specific list of what is being assigned (repositories, names, domains, documents), anything the founder keeps, and what the founder receives in exchange — usually the founder's equity.

The steps

  1. Who is signing
  2. What is being assigned
  3. What the founder receives

Questions people ask

Why can't the founder just keep owning the IP and let the company use it?

Because then the company owns nothing an investor or acquirer can buy, and every license back is a negotiation. Investors will insist on an assignment at the first financing; doing it at formation avoids a tax and valuation problem later.

What if some of it was created at a previous job?

Disclose it in the agreement and have counsel review the former employer's invention-assignment and confidentiality agreements before the company relies on that IP. The form flags this but cannot resolve it.

Is consideration required?

Yes — an assignment needs consideration to be enforceable as a contract. For a founder, the founder's equity issued at or around formation is the usual consideration; the form also supports cash or nominal consideration.

Windward Navigator documents and guides are general information and general forms for Texas businesses, not legal advice about your company, and no attorney reviews your answers unless you engage the firm. Using Navigator does not create an attorney–client relationship. Attorney advertising.

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