Free Intellectual Property (IP) Assignment Template

INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

Assignment Of Software, Including Copyrightable Code And Any Trade-secret Elements  ·  Governed By The Law Of The State Of California

This Intellectual Property Assignment Agreement (this "Agreement") is entered into as of May 1, 2026 by and between Daniel Garcia ("Assignor") and Helio Robotics, Inc. ("Assignee"), and is governed by the law of the State of California.

For good and valuable consideration in the amount of $25,000.00 (twenty-five thousand U.S. dollars), the receipt and sufficiency of which are hereby acknowledged, Assignor hereby irrevocably assigns, transfers, and conveys to Assignee, its successors and assigns, all right, title, and interest, throughout the world and in all media now known or hereafter developed, in and to the following software, including copyrightable code and any trade-secret elements (the "Assigned IP"): All source code, documentation, designs, and trained model weights for the Helio H-3 vision processing pipeline, including the perception/v2 module and the obstacle-classifier neural network.. Registration / application identifiers: U.S. Provisional Patent Application No. 63/789,012 (filed April 10, 2026). This assignment includes (a) all related goodwill, (b) all rights to sue for past, present, and future infringements, (c) all rights to register, perfect, or record the Assigned IP in any jurisdiction, (d) all rights of priority under international conventions, and (e) all rights to receive royalties, damages, and other payments related to the Assigned IP.

The Parties acknowledge that this assignment is in writing and signed by the Assignor as required by 17 U.S.C. §204(a) for a transfer of copyright ownership and 35 U.S.C. §261 for an assignment of patent rights. To the extent the Assigned IP includes copyrightable subject matter created by the Assignor in the scope of employment under 17 U.S.C. §101 (work made for hire — paragraph (1)) or specially ordered or commissioned under §101(2) within one of the nine enumerated categories, it constitutes a "work made for hire" and the Assignee is the author and initial owner. As a precaution against any failure of the work-for-hire doctrine to apply, this Agreement separately and expressly assigns all copyrights and all other intellectual property rights in the Assigned IP from Assignor to Assignee, effective as of creation.

The following intellectual property was owned by or licensed to Assignor prior to the Effective Date and is NOT assigned by this Agreement (the "Excluded IP"): Open-source utilities previously released by Assignor under the MIT license at github.com/dangarcia/cv-utils; personal research on monocular depth estimation conducted prior to joining Helio Robotics.. To the extent any Excluded IP is incorporated into the Assigned IP or any product, service, or work of Assignee, Assignor grants Assignee a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license (with right to sublicense) to use, copy, modify, distribute, and make derivative works of such Excluded IP solely in connection with the Assigned IP.

Assignor represents and warrants that: (a) Assignor is the sole owner of the Assigned IP and has full right and authority to make this assignment; (b) the Assigned IP is free and clear of any liens, encumbrances, licenses, or third-party claims, except as expressly disclosed in writing; (c) to Assignor's knowledge, the Assigned IP does not infringe any third-party intellectual property right; (d) Assignor has not previously transferred, assigned, or licensed the Assigned IP to any third party in a manner that would conflict with this assignment; and (e) Assignor has the legal capacity and authority to enter into this Agreement.

Assignor shall execute and deliver, at Assignee's reasonable request and at Assignee's expense, all further documents and shall take all further actions reasonably required to (i) record, perfect, or evidence this assignment in any patent, trademark, or copyright office; (ii) prosecute, maintain, defend, or enforce the Assigned IP; and (iii) confirm the Assignee's ownership of the Assigned IP. If Assignor fails or refuses to execute any such document within thirty (30) days of written request, Assignor hereby irrevocably designates and appoints Assignee, with full power of substitution, as Assignor's attorney-in-fact for the sole purpose of executing such documents.

NOTICE TO ASSIGNOR (REQUIRED BY Cal. Lab. Code §2872 (written-notice requirement)): Under Cal. Lab. Code §2870, the obligation to assign inventions to the Assignee does NOT apply to inventions the employee developed entirely on their own time, without using the employer's equipment, supplies, facilities, or trade-secret information, except for those that (1) relate at the time of conception or reduction to practice to the employer's business or actual/anticipated RandD, or (2) result from any work performed by the employee for the employer. To the extent any such excluded invention exists, Assignor shall, upon request, identify it in a written disclosure to Assignee. Failure of the Assignee to provide this notice renders an over-broad invention-assignment obligation void as against the public policy of the State of California.

To the maximum extent permitted by applicable law, Assignor hereby waives, with respect to the Assigned IP, all moral rights or droit moral, including without limitation: (i) the right of attribution (the right to be identified as the author); (ii) the right of integrity (the right to prevent distortion, mutilation, or other modification that would prejudice the author's honor or reputation); (iii) the right to control the manner of presentation; and (iv) the right to withdraw the work from circulation. This waiver is provided pursuant to 17 U.S.C. §106A(e) (Visual Artists Rights Act of 1990 — VARA), which permits waiver only by signed writing identifying the work and the rights waived. In addition, Assignor expressly waives any rights under Cal. Civ. Code §987 (California Art Preservation Act) — moral rights of attribution and integrity for original paintings, sculptures, drawings, or works of art in glass of recognized quality, for life of the artist + 50 years. Assignor acknowledges that VARA-protected works (paintings, drawings, sculptures, still photographic images produced for exhibition only, existing in single copies or limited editions of 200 or fewer copies, signed and numbered) and state-law-protected fine art works are subject to specific waiver formalities, and that this Agreement satisfies those formalities by identifying the Assigned IP and the rights waived. Specific Works Identified for Waiver: UI artwork and iconography contributed to the Helio H-3 operator console (2026); promotional renders and product photography submitted to marketing.. Foreign Moral Rights: To the maximum extent permitted by the law of each jurisdiction in which the Assigned IP is exploited, Assignor also waives all "droit moral" or equivalent moral rights under the Berne Convention for the Protection of Literary and Artistic Works (Article 6bis), the EU Copyright Directives, the UK Copyright, Designs and Patents Act 1988 (sections 77–89), and any similar civil-law moral-rights regime. Where waiver is not permitted (e.g. inalienable moral rights under French Code de la propriété intellectuelle), Assignor agrees not to assert such rights against Assignee, its licensees, or its successors.

Assignor consents to and shall cooperate with the recording of this assignment with the United States Patent and Trademark Office under 35 U.S.C. §261 (patent assignments — third paragraph: recordation within three (3) months of execution gives constructive notice against subsequent purchasers and mortgagees) and 15 U.S.C. §1060 (trademark assignments, which must be in writing, may be recorded, and must include the underlying goodwill). With respect to copyright, this Agreement may be recorded with the U.S. Copyright Office under 17 U.S.C. §205 to provide constructive notice. Assignee bears the cost of recordation. Assignor shall execute any USPTO patent-assignment cover sheet, USPTO trademark-assignment cover sheet (Form CSC), or Copyright Office form required for recordation.

Assignor hereby grants Assignee a limited and irrevocable power of attorney, coupled with an interest, to (i) prosecute the Assigned IP before the United States Patent and Trademark Office, the United States Copyright Office, and any foreign equivalent; (ii) defend any opposition, cancellation, reexamination, inter partes review, or other proceeding; (iii) enforce the Assigned IP against any infringer, including by filing suit in the name of the Assignor where required; and (iv) execute any document required to perfect, maintain, or enforce the Assigned IP. This power of attorney is coupled with the assignment itself and shall survive the death, incapacity, or bankruptcy of the Assignor.

For a period of 36 months following the Effective Date, Assignor shall, upon Assignee's reasonable request and at Assignee's expense, provide reasonable cooperation in (a) the prosecution and maintenance of the Assigned IP; (b) the enforcement of the Assigned IP against third parties (including providing factual testimony and declarations); and (c) the defense of the Assigned IP against any opposition, cancellation, or invalidation challenge. Assignor's cooperation obligation shall not require Assignor to incur any unreimbursed out-of-pocket expense.

To the extent the Assigned IP includes any "trade secret" within the meaning of the Defend Trade Secrets Act, 18 U.S.C. §1839(3), and Cal. Civ. Code §§ 3426–3426.11 (California Uniform Trade Secrets Act), Assignor (i) ceases all use of such trade secrets except as authorized in writing by Assignee; (ii) shall not disclose any such trade secret to any third party; and (iii) shall return or certifiably destroy all tangible and intangible copies of such trade secrets within thirty (30) days of the Effective Date. The Assignee's right to enforce trade-secret protection survives indefinitely so long as the information retains trade-secret status under applicable law.

Pursuant to 18 U.S.C. §1833(b), the Assignor is hereby notified that: (i) an individual shall not be held criminally or civilly liable under any Federal or State trade-secret law for the disclosure of a trade secret made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (ii) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade-secret information in the court proceeding, if any document containing the trade secret is filed under seal and not disclosed except pursuant to court order. This notice is required to preserve Assignee's right to exemplary damages and attorneys' fees under 18 U.S.C. §1833(b)(3)(C).

For a period of 12 months following the Effective Date, Assignor shall not, directly or indirectly, engage in any business, employment, or activity that competes with the Assigned IP in any market or jurisdiction where Assignee actively markets, sells, or licenses such IP. State-law unenforceability notice: The State of California renders broad employment non-compete agreements void under Cal. Bus. and Prof. Code §16600 (as extended by AB 1076 and SB 699, eff 1/1/2024) — non-competes are void; any provision restraining a person from engaging in a lawful profession or business is unenforceable. This provision is included for completeness but is NOT enforceable in this State as against an Assignor who is an employee or independent contractor, and shall be severed or modified by any court of competent jurisdiction. The remainder of this Agreement shall remain in full force and effect. Federal context: The Federal Trade Commission's 2024 rule purporting to ban most employee non-competes was set aside by the United States District Court for the Northern District of Texas (Ryan, LLC v. Federal Trade Commission, No. 3:24-cv-00986, August 20, 2024), and the FTC dismissed its appeal on September 5, 2025; the rule is therefore not in effect, and enforcement remains state-by-state with case-by-case FTC action against unreasonable agreements.

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles, and the federal laws of the United States of America with respect to patent, copyright, trademark, and trade-secret matters. Any dispute arising under or relating to this Agreement shall be brought exclusively in the state or federal courts located in the State of California.

Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to its subject matter. Amendment: No amendment shall be valid unless in writing and signed by both Parties. Severability: If any provision is found unenforceable, the remaining provisions shall continue in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it valid. Waiver: Failure to enforce any provision shall not constitute a waiver of future enforcement rights. Counterparts: This Agreement may be executed in counterparts, including electronic counterparts. Successors and Assigns: This Agreement shall bind and inure to the benefit of the Parties and their successors and assigns; Assignee may freely assign this Agreement in connection with any merger, acquisition, or sale of all or substantially all of its assets. Binding Effect: The assignment effected by this Agreement is irrevocable and binding immediately upon execution.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.