Intellectual Property Assignment & Proprietary Information Agreement

1. Assignment of Intellectual Property

Assignor hereby unconditionally, irrevocably, and perpetually assigns, transfers, and conveys to GraceSoft all right, title, and interest worldwide in and to all Intellectual Property created, developed, conceived, modified, or reduced to practice by Assignor (individually or jointly with others) during or in connection with engagement with GraceSoft.

This assignment covers all current and future work product, inventions, works of authorship, software code, algorithms, database schemas, user interfaces, brand assets, trade secrets, domain names, patents, and technical documentation.

2. Specific Inclusions: AI Development, Tooling, Cloud & Infrastructure

For the avoidance of doubt, assigned Intellectual Property specifically includes, but is not limited to:

• GitHub Resources & Code Hosting: All GitHub organizational assets, source code repositories, commit histories, GitHub Actions, workflows, CI/CD automation pipelines, pull requests, issue tracking data, project boards, and associated access permissions.
• AI-Generated Code & Prompts: All software code, application logic, prompts, AI workflows, and software outputs generated, assisted, or synthesized using artificial intelligence tools, IDEs, and coding assistants—including Claude Code, Google Gemini, VS Code extensions, and related AI tools ("Vibe Coding Workflows").
• Software Frameworks & Architecture: All application code built on open-source frameworks (including Laravel under MIT compliance), proprietary packages, and custom modules developed for GraceSoft.
• Cloud Infrastructure, Hosting & Containers: All serverless scripts, container configurations, and infrastructure-as-code (IaC) across Laravel Cloud, Railway, Vercel, Netlify, Google Cloud Platform (GCP), Amazon Web Services (AWS), Microsoft Azure, DigitalOcean, cPanel, Docker, and Cloudflare.
• Messaging & Communication API Integrations: All webhooks, automated bots, messaging workflows, and API configurations built for messaging platforms including Meta (WhatsApp Business API) and Telegram.
• Analytics & Telemetry Setup: All custom tracking event scripts, telemetry configurations, and analytics setups created on self-hosted or cloud instances of Matomo Analytics.

3. Waiver of Moral Rights & Power of Attorney

• Waiver of Moral Rights: To the maximum extent permitted by applicable law, Assignor irrevocably waives all moral rights, rights of attribution, and rights of integrity in the assigned Intellectual Property.
• Power of Attorney: Assignor appoints GraceSoft as its attorney-in-fact to execute documents and perform necessary legal acts to secure, register, and enforce GraceSoft's rights in the Intellectual Property worldwide.

4. Representations, Warranties & Open Source Compliance

• Sole Ownership & Authority: Assignor warrants that it is the sole creator and owner of the assigned materials (or has full power to assign them) and has full authority to grant the rights herein.
• Non-Infringement: Assignor warrants that the assigned Intellectual Property does not infringe, misappropriate, or violate any patent, copyright, trademark, trade secret, or proprietary right of any third party.
• Open Source License Compliance: Assignor agrees to comply with all open-source software licenses (including the MIT License for Laravel and related libraries) and warrants that no copyleft or viral open-source code has been incorporated that would force GraceSoft to open-source its proprietary codebase.

5. Pre-Existing IP & Excluded Works

• Excluded Materials: Any pre-existing intellectual property owned by Assignor prior to this Agreement remains the property of Assignor, provided it is explicitly identified prior to incorporation.
• License Grant: To the extent pre-existing IP is incorporated into GraceSoft's work product, Assignor grants GraceSoft a perpetual, worldwide, royalty-free, non-exclusive, sublicensable license to use, modify, adapt, and distribute such IP.

6. Confidentiality & Proprietary Information

Assignor shall maintain strict confidentiality regarding all proprietary information, API keys, infrastructure credentials, source code, trade secrets, AI prompt libraries, business strategies, and customer data disclosed by or developed for GraceSoft.

7. Governing Law & Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of the Republic of Singapore. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Singapore.

Acknowledgment & Execution

IN WITNESS WHEREOF, the parties have executed this Intellectual Property Assignment & Proprietary Information Agreement as of the Effective Date written above.

ASSIGNEE:
GraceSoft (Singapore)

By: Person
Title: Authorized Representative
Date: Date

ASSIGNOR:

Signature: Person
Printed Name: Person
Title/Role: Person
Date: Date