Intellectual Property Assignment Agreement

Parties

Assignee ("the Company"): EduCreds Labs Limited, a private limited company incorporated in Uganda.

Assignors (each a "Founder"):

1. Kyotoyinze Abdulmajid — CEO
2. Sekiziyivu Paul — CTO
3. Nabasirye Seanice — Head of Operations & Partnerships
4. Balamaga Experito — Head of Growth & Branding
5. Mudebo Samusi — Head of DevOps

Background

Each Founder has contributed intellectual property to EduCreds Labs Limited in the course of building the EduCreds platform. This Agreement formally documents the assignment of all such IP to the Company to ensure clear ownership for investor due diligence, regulatory compliance, and commercial purposes.

1. Assigned Intellectual Property

Each Founder hereby assigns, transfers, and conveys to the Company, with full title guarantee, all right, title, and interest in and to the following IP:

1.1 Software & Codebase

• All source code in the EDUCREDS-LABS GitHub organisation (https://github.com/EDUCREDS-LABS)
• educreds-enterprise monorepo — all modules including:
  • cert_backend — NestJS API, credential issuance/verification engine
  • educreds-frontend — React portals for all 6 workspaces
  • educreds-trust-agent — AI-powered PoIC scoring system
  • educreds-evf — EduCreds Verification Framework
  • Smart contracts (Solidity, Hardhat — deployed on Base Sepolia)
  • SDK and developer tools
• All prior versions, branches, forks, and derivatives of the above

1.2 Technical Specifications & Standards

• The did:educreds DID Method Specification (published at did.educreds.xyz)
• W3C Verifiable Credentials implementation specifications
• API documentation, OpenAPI schemas, and integration guides
• Architecture diagrams and technical whitepapers

1.3 Brand & Design Assets

• "EduCreds" name and all associated wordmarks
• All logos, visual identities, colour systems, and brand guidelines
• Website designs, UI/UX designs, wireframes, and prototypes
• Marketing materials, pitch decks, and investor documents

1.4 Domain Names & Online Properties

• educreds.xyz and all subdomains
• All social media accounts operating under the EduCreds brand
• App store listings (current and future)

2. Scope of Assignment

The assignment covers all IP created prior to and during each Founder's active service, and all derivative works. It is worldwide, perpetual, irrevocable, and covers copyright, trademark, patent rights, trade secrets, database rights, and all other applicable IP rights under Ugandan and international law. Each Founder waives moral rights to the fullest extent permitted by Ugandan law.

3. Representations & Warranties

Each Founder represents and warrants that:

1. They are the sole creator/owner of the IP they are assigning, or have obtained all necessary permissions
2. The assigned IP does not infringe any third-party intellectual property rights
3. They have not assigned, licensed, or encumbered the IP to any third party
4. There are no pending claims or disputes regarding ownership of the IP
5. No third-party tools or libraries with incompatible licences have been incorporated without appropriate licensing

4. Further Assurance

Each Founder agrees to execute any additional documents to perfect the Company's title, assist with patent/trademark applications, and transfer administrative access to all GitHub repositories, domain registrars, and hosting accounts to the Company.

5. Post-Departure Obligations

• Former Founder must transfer all credentials, access, and copies of Company IP within 5 business days
• Written confirmation of transfer/destruction within 14 days
• The assignment survives departure — the Company's ownership of IP is permanent

6. Consideration

This Agreement is entered into in consideration of each Founder's equity stake in the Company as set out in EC-CORP-001 (Founder Agreement), mutual covenants, and UGX 1,000 paid by the Company to each Founder (receipt acknowledged).

Signatures