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IP Agreement

This Intellectual Property Agreement ("Agreement") is made effective as of , by and between:

Armada Defence Corp, located at 350 Allstate Pkwy, Markham, ON L3R 5T3, Canada ("Armada Defence"), Armada Research and Development Inc, located at 350 Allstate Pkwy, Markham, ON L3R 5T3, Canada ("Armada R&D"), (collectively referred to as the "Company")

AND

, located at ("Contributor").

WHEREAS, the Contributor is engaged with the Company and will be involved in the creation and development of intellectual property related to the Company's business;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

Definition of Intellectual Property: For the purposes of this Agreement, "Intellectual Property" shall include, but is not limited to, inventions, designs, discoveries, improvements, works of authorship, technical information, data, software, and any other creations or developments in any form that are created, conceived, developed, or reduced to practice by the Contributor, solely or jointly with others, during the term of engagement with the Company.
Ownership of Intellectual Property:

The Contributor agrees that all Intellectual Property created or developed in the course of their engagement with the Company, or that relate to the business or contemplated business of the Company, shall be the sole and exclusive property of the Company.
The Contributor shall promptly disclose to the Company any Intellectual Property and shall execute all documents and take all actions necessary to establish and confirm the Company's ownership, including but not limited to assignments, declarations, and applications for registration.

Pre-Existing Intellectual Property:

The Contributor acknowledges that they have been engaged in work related to the design, software, and mechanical aspects of the Company's projects prior to the execution of this Agreement. The Contributor agrees that all Intellectual Property created or developed in the course of their engagement with the Company, including but not limited to designs, software, and mechanical designs, shall be the sole and exclusive property of the Company.
The Contributor shall promptly disclose to the Company any such Intellectual Property and shall execute all documents and take all actions necessary to establish and confirm the Company's ownership, including but not limited to assignments, declarations, and applications for registration.
The Contributor agrees to disclose any pre-existing Intellectual Property that they own or have rights to, which may be related to their engagement with the Company. Such disclosure shall be made in writing and attached as an exhibit to this Agreement.

Confidentiality: The Contributor agrees to maintain the confidentiality of all confidential information and Intellectual Property of the Company, in accordance with the terms of the Non-Disclosure Agreement (NDA) executed between the parties.
Return of Materials: Upon termination of engagement with the Company, the Contributor shall return all materials, documents, and property belonging to the Company, including any copies or embodiments of Intellectual Property.
No Competing Use: The Contributor agrees not to use any Intellectual Property created during their engagement with the Company for any purpose that competes with the Company's business, without the prior written consent of the Company.
Assignment of Moral Rights: The Contributor hereby assigns to the Company any and all moral rights they may have in the Intellectual Property, including the right to modify, adapt, or alter the Intellectual Property, and to be identified as the author or creator of the Intellectual Property.
Warranties and Representations: The Contributor warrants and represents that:

The Intellectual Property is their original work and does not infringe upon the intellectual property rights of any third party.
They have the full right and authority to assign the Intellectual Property to the Company.
They have not previously granted any rights in the Intellectual Property to any third party that would conflict with the rights granted to the Company under this Agreement.

Indemnification: The Contributor agrees to indemnify and hold harmless the Company, its officers, directors, employees, agents, and affiliates, from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or in connection with any breach of the warranties and representations made by the Contributor under this Agreement.
Amendment and Waiver: This Agreement may be amended only by a written agreement signed by both parties. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or of the right to enforce it at a later time.
Survival: The provisions of this Agreement related to confidentiality, indemnification, and any other provisions that by their nature are intended to survive,
Assignment: The Contributor may not assign their rights or obligations under this Agreement without the prior written consent of the Company.
Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.