Founder Affidavit Form

FOUNDER AFFIDAVIT FORM

This Founder Affidavit is made as of by Founder Name: , whose principal residence is located at (the "Affiant"), and Company Name: , a company organized under the laws of with its principal place of business at (the "Company").

RECITALS

WHEREAS, the Affiant is one of the original founders who participated in the organization and initial capitalization of the Company and has knowledge of the facts set forth herein; and

WHEREAS, the Company requires a written affidavit by the founder to confirm ownership, contributions, and assignments of intellectual property and to provide certain representations and warranties to the Company and third parties; and

WHEREAS, the Affiant is competent to make this affidavit and does so under penalty of perjury to induce the Company and its agents to rely on the representations and warranties contained herein.

NOW THEREFORE

In consideration of the mutual covenants and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Affiant hereby certifies, represents and warrants to the Company as follows:

1. IDENTIFICATION AND STATUS

1.1 Affiant Identity. The Affiant personally knows the facts stated herein and is the individual identified above as Founder Name. Affiant's date of birth is and the Affiant's government-issued identification number (last four digits) is .

1.2 Founder Status. The Affiant affirms that at the time of the Company’s formation the Affiant acted as a founder and materially participated in the formation, adoption of organizational documents, and initial capitalization.

2. AUTHORIZED CAPITAL AND OWNERSHIP

2.1 Shares Issued. The Affiant declares that the Company issued to the Affiant on the following securities: Number of Shares ; Class of Shares ; Percentage Ownership .

2.2 Consideration. The consideration paid to the Company by the Affiant for such securities consisted of:

3. INTELLECTUAL PROPERTY AND ASSIGNMENTS

3.1 Assignment of Rights. To the extent the Affiant (alone or jointly) has created, conceived, developed or reduced to practice any inventions, works of authorship, designs, know-how, trade secrets, software code, algorithms, trademarks, or other intellectual property relating to the business of the Company prior to or during the Affiant's relationship with the Company (collectively, "Founder IP"), the Affiant hereby assigns, conveys, and transfers to the Company all right, title and interest in and to such Founder IP and agrees to execute and deliver any documents reasonably required to effectuate such assignment.

3.2 No License Retained. The Affiant warrants that the Affiant has not granted any licenses, options, liens, encumbrances or other rights to third parties that would materially impair the Company's full and exclusive ownership of the assigned Founder IP.

4. REPRESENTATIONS AND WARRANTIES

The Affiant represents and warrants to the Company that, as of the date hereof: (a) the facts set forth in this Affidavit are true, complete and correct to the best of the Affiant’s knowledge and belief; (b) the Affiant has full power and authority to make this Affidavit; (c) the execution and delivery of this Affidavit does not violate any agreement, judgment, or order binding on the Affiant; and (d) there are no pending or threatened claims by third parties challenging the Affiant's ownership of the issued securities or the Affiant's ability to assign Founder IP as set forth above.

5. TAX AND COMPLIANCE

The Affiant acknowledges that the Company may rely upon the representations contained in this Affidavit for tax reporting, securities law compliance, and corporate recordkeeping. The Affiant agrees to provide additional factual information or documentation reasonably requested by the Company to satisfy regulatory or accounting requirements.

6. FURTHER ASSURANCES

The Affiant agrees, at the Company's expense, to execute and deliver such further instruments, certificates, assignments and other documents and to take such further action as the Company may reasonably request to effectuate the purposes of this Affidavit and to perfect, preserve and protect the Company's rights in the assigned Founder IP and the securities issued to the Affiant.

7. NOTICES

8. AMENDMENTS; WAIVER; COUNTERPARTS

This Affidavit may be amended or supplemented only by a written instrument signed by the Affiant and an authorized officer of the Company. No failure or delay in exercising any right shall operate as a waiver. This Affidavit may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

9. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Affidavit shall be governed by and construed in accordance with the laws of the jurisdiction of formation of the Company, without regard to principles of conflicts of law. If any provision of this Affidavit is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Affidavit constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written statements and agreements.

10. OATH AND VERIFICATION

The Affiant declares under penalty of perjury under the laws of the jurisdiction identified above that the facts set forth in this Affidavit are true and correct and that the Affiant is authorized to make these statements on behalf of the person executing this Affidavit.

ACKNOWLEDGMENT

The parties acknowledge that this Affidavit may be relied upon by the Company, its counsel, accountants, investors and transferees in verifying founder status, ownership and assignments. The Affiant understands that knowingly making a false statement in this affidavit may subject the Affiant to penalties for perjury.

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