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Intellectual Property Assignment and License Agreement

This Intellectual Property Assignment and License Agreement (the "Agreement") is made and entered into as of [Effective Date], by and between InnovateTech Creations Inc., a [State of Incorporation] corporation, having its principal place of business at [Address] ("Assignor"), and DigitalWorks Innovations LLC, a [State of Incorporation] limited liability company, having its principal place of business at [Address] ("Assignee").

WHEREAS, Assignor is the owner of certain intellectual property assets; and

WHEREAS, Assignee desires to obtain certain rights, title, and interest in and to such intellectual property assets;

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Definitions

1.1. Intellectual Property

"Intellectual Property" (also referred to as "IP") shall mean all rights, title, and interest, whether foreign or domestic, in and to inventions, patents, copyrights, trademarks, trade secrets, know-how, technology, or other intangible property rights that Assignor may have, or hereafter acquire or hold, whether assignable or licensable.

2. Assignment

2.1. Assignment of Intellectual Property

Subject to the terms and conditions of this Agreement, Assignor hereby assigns, transfers, and conveys to Assignee all right, title, and interest in and to the Intellectual Property specified in Exhibit A attached hereto (the "Assigned Intellectual Property"), free and clear of any liens or encumbrances.

2.2. Further Actions

Assignor agrees to take, at Assignee's expense, any further actions (including, without limitation, the execution and delivery of documents) as Assignee may reasonably request to effectuate the assignment contemplated herein and to perfect Assignee's rights in the Assigned Intellectual Property.

3. License

3.1. Grant of License

Subject to the terms and conditions of this Agreement, Assignor grants to Assignee a non-exclusive, worldwide, royalty-bearing license to use, reproduce, distribute, publicly perform, display, and prepare derivative works of the Intellectual Property that is not assigned under Section 2 (the "Licensed Intellectual Property"), solely in connection with the development, manufacture, sale, and marketing of products and services (the "Licensed Products") as described in Exhibit B attached hereto.

3.2. Royalties

In consideration for the license granted in Section 3.1, Assignee shall pay to Assignor royalties equal to [Royalty Percentage]% of the gross revenue derived by Assignee from the sale or licensing of Licensed Products (the "Royalties"). Royalties shall be paid to Assignor on a quarterly basis, within thirty (30) days after the close of each calendar quarter. Assignee shall provide Assignor with a royalty report detailing the calculation of Royalties for the respective calendar quarter.

3.3. Termination of License

Either party may terminate the license granted in Section 3.1 for any material breach of this Agreement by the other party, provided that such breach is not cured within thirty (30) days of receipt of written notice thereof from the non-breaching party.

4. Intellectual Property Ownership

4.1. Assignor's Retained Ownership

Assignor shall retain all rights, title, and interest in and to any Intellectual Property that is not specifically assigned to Assignee under Section 2 or specifically licensed to Assignee under Section 3, and in and to any modifications, enhancements, or derivatives thereof conceived, created, or developed by Assignor.

4.2. Assignee's Ownership

Upon the execution and delivery of this Agreement, Assignee shall own all rights, title, and interest in and to the Assigned Intellectual Property and any modifications, enhancements, or derivatives thereof conceived, created, or developed by Assignee, subject to Assignor's retained ownership rights described in Section 4.1.

5. Representations and Warranties

5.1. Authority

Each party represents and warrants to the other party that it has full power and authority to enter into, and perform its obligations under, this Agreement; and that the person executing this Agreement on its behalf is duly authorized to do so.

5.2. Intellectual Property Ownership

Assignor represents and warrants to Assignee that (a) Assignor is the sole and exclusive owner of all right, title, and interest in and to the Assigned Intellectual Property and the Licensed Intellectual Property, and (b) the Intellectual Property is free and clear of any liens, encumbrances, or claims of third parties.

6. Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the United States and the state laws of the State of [Governing State], without regard to conflicts of law principles thereof.

7. Miscellaneous

7.1. Entire Agreement

This Agreement, together with its exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties hereto.

7.2. Amendment and Waiver

This Agreement may be amended or modified, and any rights under this Agreement may be waived, only by a written instrument executed by both parties hereto. No waiver of any provision of this Agreement shall be construed as a waiver of any subsequent breach of the same or any other provision.

7.3. Binding Effect; Successors

This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.

7.4. 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.

IN WITNESS WHEREOF, the parties hereto have duly executed this Intellectual Property Assignment and License Agreement as of the date first above written.

INNOVATETECH CREATIONS INC. DIGITALWORKS INNOVATIONS LLC

By: ____________________________ By: _____________________________

Name: __________________________ Name: ___________________________

Title: ___________________________ Title: ____________________________