1. Parties
Assignor: Desmond Otieno Odhiambo, an individual residing in Burlington, Ontario, Canada — founder, sole director, and sole officer of the Assignee corporation.
Assignee: ClearGlass Inc., an Ontario business corporation incorporated under the Ontario Business Corporations Act, with its registered office in the City of Burlington, Ontario.
2. Assignment
The Assignor hereby irrevocably assigns, transfers, and conveys to the Assignee, absolutely and without reservation, all right, title, and interest — worldwide and in perpetuity — in and to all Covered IP Assets (as defined in Section 3), including:
- All copyrights, patents, patent applications, trade secrets, and proprietary rights
- All moral rights (to the extent permitted by applicable law and as waived in Section 7)
- The right to apply for patent, copyright, and other intellectual property protection in any jurisdiction
- The right to sue for past, present, and future infringement of any assigned intellectual property right
- All goodwill associated with the assigned brand assets
SCOPE OF ASSIGNMENT
This assignment covers all intellectual property created by the Assignor in connection with the business contemplated by the Assignee — whether created before, on, or after the date of incorporation — subject only to the Future Inventions carve-out in Section 4.
3. Covered IP Assets
The following categories of intellectual property are assigned to ClearGlass Inc.:
PLATFORM SOURCE CODE & SYSTEMS
- ARTEMIS — risk command and threat intelligence platform (all versions)
- GUARDIAN — AI-powered security operations platform (all versions)
- NEXUS — live risk command and analytics platform (all versions)
- All supporting libraries, APIs, microservices, and SDKs
- All code written in C++, Python, Node.js, Swift, and any other language for company purposes
- All infrastructure-as-code, CI/CD pipelines, and DevSecOps configurations
AI & MACHINE LEARNING ASSETS
- All AI/ML models, neural network weights, and model architectures
- Training datasets, labelled data, and synthetic data sets
- All prompts, prompt engineering frameworks, and LLM configurations
- All AI workflow automations and agent configurations
- All AI evaluation frameworks, benchmarks, and validation datasets
CYBERSECURITY FRAMEWORKS & METHODOLOGIES
- Zero-trust architecture frameworks and implementation playbooks
- Threat intelligence methodologies and OSINT frameworks
- Incident response playbooks and SOC procedures
- Threat detection logic, rules, and SIEM configurations
- Penetration testing frameworks and vulnerability assessment methodologies
- Security dashboards, metrics frameworks, and reporting templates
BRAND & DIGITAL ASSETS
- The ClearGlass Inc. corporate name, wordmark, and logo
- All registered and unregistered trademarks and service marks
- All domain names including clearglassinc.github.io and related domains
- All website source code, design assets, and content
- All marketing materials, pitch decks, and presentation assets
- Social media accounts and all associated content
DOCUMENTATION & RESEARCH
- All technical documentation, architecture diagrams, and system specifications
- All research notes, whitepapers, and published content
- All client-facing reports, templates, and methodologies
- All proprietary data formats, schemas, and standards
4. Future Inventions
The Assignor agrees that all inventions, developments, improvements, and works of authorship that are:
- Created during the period of the Assignor's involvement with ClearGlass Inc. (as director, officer, employee, or consultant), and
- Relate to the business, products, or technology of ClearGlass Inc., or are created using Corporation resources, time, or information
shall be automatically assigned to ClearGlass Inc. upon creation, without further consideration, and the Assignor agrees to execute any additional instruments necessary to perfect such assignment.
CARVE-OUT
This assignment does not apply to inventions made entirely on the Assignor's own time, without use of Corporation equipment or resources, that do not relate to ClearGlass's business. The Assignor shall maintain a log of any such personal inventions created during the engagement period.
5. Consideration
In consideration of this Assignment, ClearGlass Inc. has issued 10,000,000 Common Shares to the Assignor at the time of incorporation (as documented in the Share Subscription Agreement), the receipt and sufficiency of which the Assignor acknowledges.
The parties agree that this consideration is fair and reasonable given the stage of the Corporation and the nature of the assets assigned.
6. Representations and Warranties
The Assignor represents and warrants that:
- The Assignor is the sole, exclusive, and rightful owner of all Covered IP Assets and has the full right and authority to assign them
- The Covered IP Assets are free and clear of all liens, encumbrances, licenses, and claims by third parties, except as disclosed in writing to the Corporation
- The creation and use of the Covered IP Assets did not and does not infringe any third-party intellectual property rights
- No portion of the Covered IP Assets was created under any agreement that would limit or restrict the Assignor's ability to assign them
- The Assignor has not previously assigned, licensed, or transferred any right in the Covered IP Assets to any third party that is inconsistent with this Assignment
7. Moral Rights Waiver
To the fullest extent permitted by applicable law (including the Copyright Act, R.S.C. 1985, c. C-42), the Assignor hereby irrevocably waives all moral rights (including the right of integrity and the right of association/attribution) in all Covered IP Assets in favour of ClearGlass Inc. and its successors, licensees, and assigns.
This waiver is intended to permit the Corporation to modify, adapt, translate, create derivative works from, and otherwise use the Covered IP Assets without attribution to the Assignor, as required for commercial exploitation of the Corporation's business.
8. Further Assurances
The Assignor agrees to execute any additional documents, instruments, and applications that ClearGlass Inc. may reasonably request to perfect, register, maintain, or enforce the intellectual property rights assigned hereunder, including:
- Copyright registration applications in Canada, the United States, and other jurisdictions
- Patent applications and assignments
- Trademark registration applications
- Domain name transfer instruments
- Repository ownership transfers (GitHub, GitLab, etc.)
9. Governing Law
This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The courts of Ontario shall have exclusive jurisdiction over any dispute relating to this Agreement.
If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force.