Date: [DATE OF EXECUTION]
Assignor: Oliver James Bunce of 2/14b Kahu Road, Paremata, Wellington ("Oliver" or "Assignor")
Assignee: Quoflow Limited, a company incorporated under the Companies Act 1993 with registered office at Allott Reeves & Co Limited, Unit 1b, 55 Epsom Road, Sockburn, Christchurch 8443 ("Company" or "Assignee")
A. Oliver is the sole developer and owner of the software platform, technology, and associated intellectual property described in this Deed as the Assigned IP.
B. Oliver and Paul & Stacey Harris Investment Trust are the shareholders of the Company pursuant to a Shareholders Agreement dated on or about the date of this Deed.
C. As part of the arrangements for the incorporation of the Company and pursuant to the Shareholders Agreement, Oliver has agreed to assign the Assigned IP to the Company with effect from the date of this Deed.
D. The Company agrees to accept the assignment of the Assigned IP on the terms set out in this Deed.
1.1 In this Deed, unless the context otherwise requires:
"Assigned IP" means all Intellectual Property rights owned by or vested in Oliver as at the date of this Deed relating to the Quoflow platform and Business, including all items listed in Schedule 1 and any other Intellectual Property that is reasonably incidental to, connected with, or derived from the items listed in Schedule 1, but excluding the Excluded IP;
"Business" means the software-as-a-service platform for the building supply and construction industry, including AI-powered plan analysis tools, developed and operated under the Quoflow brand;
"Excluded IP" means:
(a) any open-source software components incorporated in the Quoflow codebase that are licensed under a recognised open-source licence (including but not limited to MIT, Apache 2.0, GPL, LGPL, BSD, and ISC licences) and which remain subject to their respective licences;
(b) any third-party proprietary software or APIs used by the platform under licence arrangements with third parties;
(c) Oliver's general technical knowledge, skills, and experience; and
(d) any intellectual property Oliver created prior to commencing development of the Quoflow platform that is not specific to the Business;
"Intellectual Property" or "IP" means all current and future rights conferred by statute, common law, or equity anywhere in the world in respect of:
(a) patents, patentable inventions, utility models, and industrial designs;
(b) copyright (including moral rights) in all literary, artistic, musical, dramatic, and other works, including software source code, object code, documentation, and data;
(c) trade marks, service marks, trade names, business names, brand names, and get-up (whether registered or unregistered);
(d) registered and unregistered designs;
(e) domain names and URLs;
(f) confidential information and trade secrets;
(g) database rights; and
(h) all rights or forms of protection of a similar nature or having equivalent or similar effect to any of the foregoing;
"Schedule 1" means the schedule of Assigned IP attached to this Deed.
1.2 The singular includes the plural and vice versa.
1.3 A reference to a statute includes all regulations, amendments, and substitutions.
1.4 Headings are for convenience only and do not affect interpretation.
2.1 In consideration of the mutual benefits arising under the Shareholders Agreement, the issue of shares to Oliver in accordance with clause 2.2 of the Shareholders Agreement, and the other undertakings in this Deed (the receipt and sufficiency of which Oliver acknowledges), Oliver hereby assigns to the Company with full title guarantee absolutely and with effect from the date of this Deed:
(a) all of Oliver's right, title, and interest in the Assigned IP; and
(b) the right to sue for damages and other remedies in respect of any past, present, or future infringement of the Assigned IP.
2.2 The assignment in clause 2.1 includes:
(a) all rights of renewal and extension of the Assigned IP;
(b) all goodwill associated with the trade marks and brand assets included in the Assigned IP; and
(c) all rights to apply for registration of any unregistered rights included in the Assigned IP.
2.3 For the avoidance of doubt, the Excluded IP is not assigned under this Deed and remains outside the scope of this assignment.
2.4 Oliver agrees that on and from the date of this Deed, Oliver holds any Assigned IP that has not yet been fully transferred to the Company on trust for the Company until such transfer is completed, and must not deal with that IP in any way inconsistent with the Company's ownership.
3.1 Oliver warrants to the Company that as at the date of this Deed:
(a) Ownership: Oliver is the sole and beneficial owner of the Assigned IP, free from all Encumbrances and adverse claims, and has the full right, power, and authority to assign the Assigned IP to the Company on the terms of this Deed;
(b) No Prior Assignment: Oliver has not previously assigned, transferred, licensed, or otherwise encumbered the Assigned IP, or agreed to do so, in favour of any third party;
(c) No Infringement: To Oliver's knowledge, the Assigned IP does not infringe any third-party intellectual property rights, and Oliver has not received any written notice or claim asserting such infringement;
(d) No Pending Claims: There are no pending, threatened, or actual claims, proceedings, or disputes relating to the ownership, validity, or use of the Assigned IP;
(e) Open Source Compliance: The open-source components incorporated in the Quoflow codebase are listed in Schedule 2 and Oliver has complied with the licence terms applicable to those components in all material respects;
(f) No Employees or Co-Authors: The Assigned IP was created solely by Oliver, and no other person has made a material contribution to the creation of the Assigned IP that would give rise to a claim of joint ownership or authorship, other than as disclosed in Schedule 2; and
(g) Authority: Oliver has full legal capacity to execute this Deed and the execution and performance of this Deed does not conflict with any other agreement, obligation, or order binding on Oliver.
3.2 The warranties in clause 3.1 are given as at the date of this Deed and are not qualified by any general knowledge, inquiry, or investigation that the Company has made or could have made.
4.1 Oliver will, at the reasonable request and cost of the Company, promptly execute and deliver all such further documents, instruments, and deeds, and do all such further acts and things, as may be reasonably required to:
(a) vest in the Company good and marketable title to the Assigned IP;
(b) register the Company's ownership of the Assigned IP with any relevant intellectual property registry (including IPONZ in New Zealand or corresponding overseas registries);
(c) give full effect to the assignment in clause 2; or
(d) protect, enforce, or otherwise maintain the Assigned IP.
4.2 Oliver authorises the Company to execute any such documents or take any such actions on Oliver's behalf as attorney under this Deed, to the extent reasonably necessary to give effect to clause 4.1. Oliver hereby irrevocably appoints the Company as Oliver's attorney for this purpose, with authority to execute and deliver documents in Oliver's name relating to the registration or transfer of the Assigned IP.
5.1 To the extent permitted by applicable law, Oliver unconditionally and irrevocably waives any and all moral rights (including the right of attribution and the right of integrity) in any work included in the Assigned IP in favour of the Company and its successors and assigns.
6.1 Each party agrees to keep confidential the existence and terms of this Deed and any confidential information relating to the Assigned IP, and not to disclose such information to any third party without the prior written consent of the other party, except:
(a) to professional advisers on a need-to-know basis and subject to confidentiality obligations;
(b) as required by law or any regulatory authority; or
(c) to the extent the information has entered the public domain through no fault of the disclosing party.
7.1 This Deed is governed by and construed in accordance with the laws of New Zealand.
7.2 The parties submit to the non-exclusive jurisdiction of the courts of New Zealand.
8.1 Entire Agreement. This Deed constitutes the entire agreement between the parties with respect to the assignment of the Assigned IP and supersedes all prior representations, arrangements, and agreements relating to the same subject matter.
8.2 Amendment. This Deed may only be amended by a written instrument signed by both parties.
8.3 Severability. If any provision of this Deed is held to be invalid, illegal, or unenforceable, the remaining provisions continue in full force.
8.4 Costs. Each party bears its own legal costs in connection with the negotiation, preparation, and execution of this Deed, unless otherwise agreed in writing.
8.5 Counterparts. This Deed may be executed in counterparts, each of which constitutes a duplicate original. All counterparts together constitute one and the same instrument.
The following intellectual property is assigned to Quoflow Limited under this Deed:
1. Software Codebase
All source code, object code, compiled binaries, build scripts, configuration files, and deployment scripts comprising the Quoflow platform, including:
(a) the Quoflow SaaS platform (front-end and back-end); (b) the AI-powered plan analysis pipeline and extraction engine; (c) the customer portal and admin portal; (d) API interfaces and integration code; (e) database schemas and migration scripts; (f) infrastructure-as-code and configuration files; and (g) any other code files, repositories, or related materials developed by Oliver for the Quoflow platform,
including all repositories currently hosted at: - oliverjbunce-lgtm/quoflow-platform (GitHub, private) - [any other Quoflow repositories to be listed on execution]
2. AI Models and Pipelines
All trained AI models, machine learning pipelines, datasets, training scripts, and related materials developed by Oliver for the purpose of the Quoflow platform, including:
(a) all models trained for building plan analysis, door schedule extraction, and related tasks; (b) training datasets and annotations created by or for Oliver for the Quoflow platform; and (c) model weights, checkpoints, and evaluation results.
3. Domain Names
All domain names registered by or on behalf of Oliver for the Quoflow platform, including:
(a) quoflow.co.nz (b) www.quoflow.co.nz (c) [any other domains to be listed on execution]
4. Trade Marks and Brand Assets
All trade marks (registered and unregistered), service marks, trade names, logos, brand identities, and associated goodwill used in connection with the Quoflow platform, including:
(a) the name "Quoflow" and any associated wordmarks or device marks; (b) the Quoflow logo and brand identity assets; (c) all design files, mockups, and brand guidelines created for the Quoflow platform; and (d) any pending trade mark applications.
5. Documentation and Proprietary Materials
All documentation, technical specifications, user manuals, marketing materials, pitch decks, and other proprietary materials created by Oliver for the Quoflow platform.
The following open-source and third-party components are incorporated in the Quoflow codebase but are excluded from the Assigned IP and remain subject to their respective licences:
(Oliver to complete this schedule with a list of all open-source dependencies and third-party libraries used in the platform prior to execution of this Deed)
| Library / Component | Licence | Repository / Source |
|---|---|---|
| [to be completed] | [to be completed] | [to be completed] |
This Deed is executed as a deed on the date written above.
SIGNED, SEALED, AND DELIVERED as a deed by Oliver James Bunce:
Signature: _________
Full Name: Oliver James Bunce
Date: _________
Witnessed by:
Witness Signature: _________
Witness Full Name: _________
Witness Address: _________
SIGNED, SEALED, AND DELIVERED as a deed on behalf of Quoflow Limited by its authorised Director:
Director Signature: _________
Director Full Name: _________
Date: _________
Witnessed by:
Witness Signature: _________
Witness Full Name: _________
Witness Address: _________
Each party acknowledges they have had the opportunity to obtain independent legal advice before executing this Deed.