AGREEMENT BETWEEN
ReliqAI Canada Inc.
(“ReliqAI Canada”)
AND
ReliqAI USA LLC
(“ReliqAI USA”)
1. PURPOSE
This Agreement records the contribution of intellectual property, know-how, business assets, industry relationships, and ecosystem development activities by ReliqAI Canada in support of the formation and growth of ReliqAI USA.
The parties acknowledge that such contributions constitute a significant portion of the consideration supporting the ownership interest assigned to ReliqAI Canada and/or Sanjay Chadha in ReliqAI USA.
2. CONTRIBUTED ASSETS
ReliqAI Canada acknowledges that prior to formation of ReliqAI USA it developed substantial intellectual property and business assets including but not limited to:
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In-Orbit Refueling Working Group concepts and materials.
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Systems engineering methodologies.
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Interoperability frameworks.
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Interface definitions and related concepts.
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Architecture concepts.
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White papers and publications.
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Website content.
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Ecosystem development materials.
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Industry relationships and partnerships.
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Business development activities.
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Technical know-how.
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Proposal concepts.
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Domain name rights associated with In-orbit Refuelling – In-orbit Refuelling .
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Associated goodwill and reputation.
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Other related intellectual property and know-how.
3. LICENSE GRANT
ReliqAI Canada hereby grants ReliqAI USA a perpetual, worldwide, royalty-free, irrevocable license to:
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Use.
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Reproduce.
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Modify.
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Enhance.
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Distribute.
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Commercialize.
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Incorporate into products and services.
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Create derivative works.
based upon the contributed assets.
5. DOMAIN NAME RIGHTS
ReliqAI Canada shall permit ReliqAI USA to use and benefit from the In-orbit Refuelling – In-orbit Refuelling domain, website content, associated branding, and related ecosystem assets in support of company activities.
The specific operational management of such assets may be defined through future agreements.
6. CONSIDERATION
The parties acknowledge that the ownership interest assigned to ReliqAI Canada and/or Sanjay Chadha in ReliqAI USA is supported in part by the contribution and licensing of the assets described in this Agreement.
The parties further acknowledge that such ownership interest is not solely based upon founder status but also reflects the value of intellectual property, know-how, relationships, ecosystem development, and business assets contributed to the company.
7. FUTURE INTELLECTUAL PROPERTY
Intellectual property developed after formation of ReliqAI USA shall be governed by applicable customer contracts, intellectual property agreements, and company policies.
8. SHARING OF KNOW-HOW
The parties intend to collaborate closely and maximize the sharing of systems engineering methodologies, interoperability concepts, frameworks, templates, and non-customer-specific know-how, subject to customer obligations, export-control requirements, confidentiality obligations, and applicable law.
3. OWNERSHIP OF PRE-EXISTING ASSETS
Ownership of the contributed assets shall remain with ReliqAI Canada unless otherwise agreed in writing.
Nothing in this Agreement shall be interpreted as transferring ownership of pre-existing intellectual property from ReliqAI Canada to ReliqAI USA.
9. TERM
This Agreement shall remain in effect for as long as ReliqAI Canada and/or Sanjay Chadha maintain an ownership interest in ReliqAI USA unless otherwise amended by written agreement of the parties.
10. ENTIRE AGREEMENT
This Agreement represents the understanding of the parties regarding the contribution and licensing of the assets described herein and may be supplemented by future Intellectual Property, Licensing, Assignment, or Technology Transfer Agreements.