Prompt Title: IP Agreement

What exactly is this document agreeing on? Assignment of Intellectual Property Rights Dear Eito This letter records our agreement with you in relation to the intellectual property rights created by you for Gpu-evm Ltd (the “Company”) or its founders (including any created before the Company was incorporated). DEFINITIONS In this agreement: “Assignor” means Eito Miyamura of 30 Ramillies Road, London, NW74LX, United Kingdom. “Created Materials” means any and all physical and digital materials produced by or on behalf of Assignor for the Company at any time (including any created before the Company was incorporated) and however generated or stored including but not limited to documents, reports, research, artwork, business and/or financial plans, pitches, correspondence, designs, specifications, databases, architecture diagrams, interface design and software (in all cases including source code). “Intellectual Property Rights” means all intellectual property rights, whether registered or not, including pending applications for registration or extension of such rights, including rights in inventions, copyright and related rights, Moral Rights, patent rights, trade marks, trade names, goodwill and the right to sue for passing off, design right, rights in or to databases, rights to have information kept confidential, rights in or relating to confidential information, rights in relation to domain names and trade names, and all other industrial, commercial or intellectual property rights (whether registered or unregistered) throughout the world and all similar or equivalent rights or forms of protection which exist now or may exist in the future. “Inventions” means any invention, idea or discovery or improvements of an existing invention or idea, whether or not patentable or registrable. “Moral Rights” means any moral rights including without limitation the right to be identified, the right of integrity and the right against false attribution. ASSIGNMENT AND INVENTIONS In consideration of the payment of £1 by the Company to Assignor (receipt of which Assignor expressly acknowledges) Assignor hereby absolutely and with full title guarantee assigns to the Company, by way of present assignment of present and future rights, title and interest, all Intellectual Property Rights in any and all Created Materials (“Assigned Rights”). This assignment includes the right to bring and defend any claim or cause of action arising from ownership of any of the Assigned Rights whether occurring before, on, or after the date of this agreement. Insofar as they do not vest automatically by operation of law or under this assignment, the Assignor holds legal title in these Assigned Rights on trust for the Company. To the extent that any future Assigned Rights can be assigned under this section they are so assigned. To the extent that they cannot by operation of law be so assigned, Assignor agrees to assign them to the Company on their coming into existence. Assignor confirms that Assignor: has notified the Company of all Inventions; has kept, and will without limit in time continue to keep, all Inventions and other confidential information assigned to the Company under this agreement (together “Confidential Information”) confidential and will not use or exploit any Confidential Information, except in cases where permission is granted by the Company, acting by its board of directors; will use reasonable efforts to safeguard the Confidential Information from unauthorised disclosure and to the extent that Assignor has disclosed Confidential Information to third parties prior to the date of this agreement, Assignor must provide a list of such persons to the Company and must exercise all its rights to require such third parties to keep such information confidential; at the Company’s request, to destroy all copies of materials related to the Assigned Rights under Assignor’s possession or control. NON-INFRINGEMENT Assignor represents, warrants and undertakes that: only Assignor undertook the work to create the Created Materials (and if anyone else did, Assignor has obtained equivalent assignment(s) to this agreement); as far as Assignor is aware none of the Created Materials has been copied wholly or substantially from any other work or material (other than by permitted incorporation of open-source works and materials in accordance with their licence terms, which have been disclosed to the Company) and the use or exploitation of the Created Materials by the Company at its absolute discretion will not in any way violate or infringe any rights of any third party; to the best of Assignor’s knowledge there are no claims (actual or threatened) that the Created Materials or any part of them infringe the Intellectual Property Rights of any third party; and Assignor is the sole owner of the Assigned Rights, free of any encumbrances including any security interest, equity, claim, restriction, reservation, conflicting claim of ownership or any other encumbrance of any nature whatsoever (whether or not perfected) and is entitled to enter into this agreement and has not previously assigned any of the Assigned Rights or granted any licence to any of the Assigned Rights to any third party or given any permission to any third party to use any of the Assigned Rights or otherwise has no obligations to any third parties which are inconsistent with the rights and obligations set out in this agreement and Assignor is unaware of any use by any third party of the Created Materials. Assignor agrees at the Company’s cost to do all things which are necessary or desirable for the Company to obtain for itself or its nominees the full benefit of this assignment, including to cooperate fully in any action by the Company to enforce its rights against a third party, including, at the Company’s reasonable request, to take action against the third party. MORAL RIGHTS Assignor waives absolutely and irrevocably any Moral Rights in any of the Assigned Rights. INDEMNITY Assignor will indemnify the Company for the full amount of any damages and legal costs incurred by the Company because the Created Materials as delivered by Assignor infringe the Intellectual Property Rights of any third party. The Company will have conduct of, and make all decisions in relation to, any claims by third parties and Assignor agrees to cooperate fully with the Company in relation to any such claim. Immediately after Assignor becomes aware of any information which suggests that a third party may be making, or has grounds for making, a claim, Assignor will inform a director of the Company by email and in writing. GENERAL No failure or delay by Assignor and the Company to exercise any right or remedy, or any partial exercise of any right or remedy, under this agreement will waive that or any other right or remedy. This agreement is the entire agreement between Assignor and the Company for the assignment of Intellectual Property Rights in the Created Materials. Except under the provision below for the Company’s right to assign its rights under this agreement, no party other than the Company has any rights under or in connection with this agreement under the Contracts (Rights of Third Parties) Act 1999. The Company may at any time assign any or all of its rights under this agreement without the Assignor's consent. Any person or persons deriving title or an interest in the Intellectual Property from or under the Company is entitled to enforce this agreement as if it were the Company but only to the extent of such title and interest in the Intellectual Property. The validity, construction and performance of this agreement will be governed by and construed in accordance with the laws of England and Wales and each of Assignor and the Company irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales over any claim, dispute or matter arising under or in connection with this agreement. This agreement will take effect when it is duly signed by both parties. For the avoidance of doubt, nothing in this agreement prevents a party to this agreement from pursuing urgent injunctive relief in the courts of England and Wales. No amendment or variation of this agreement will be effective unless made in writing and signed by and on behalf of each of the parties.