Licensing / IP
Software & Creative Work Licensing + IP Transfer Agreement
Last Updated: November 2025
Between: Christopher Brignola (“Licensor”)
and The Client (“Licensee”)
1. Scope of Agreement
This Agreement governs all design, product, UX, engineering, AI/ML, smart-contract, branding, and software deliverables (“Deliverables”) created by Licensor for Licensee, including consulting services, prototypes, documentation, and supporting materials.
All work begins only after Licensee accepts this Agreement and submits the required deposit.
2. Payment Terms & Deposit (Mandatory)
A. 50% Non-Refundable Deposit
A 50% deposit is required to begin any project.
This deposit is non-refundable under all circumstances, including cancellation by the Licensee.
Work does not begin until the deposit is received.
B. Final Payment
The remaining 50% is due upon completion and prior to delivery of final source files, handoff, or transfer of IP ownership.
C. Late Payments
If payment is late by more than 7 days:
Work automatically pauses
Timelines shift with no penalty to the Licensor
If more than 30 days late:
License is revoked
Deliverables must be deleted
The project is considered in breach
3. Ownership & Intellectual Property Rights
A. Licensor Owns All Created IP Until Final Payment
All original work (design, code, assets, smart-contracts, documents, UX flows, prototypes, visuals, etc.) remains 100% owned by Licensor until full payment is received.
Before final payment, Licensee receives only a temporary, revocable evaluation license.
B. Transfer of Ownership
Once the final payment clears:
Licensee receives full ownership rights to final approved Deliverables
This includes commercial usage rights
Licensor retains the right to display work in portfolios unless the parties agree otherwise in writing
C. Client-Provided IP
Any IP, assets, brand elements, content, proprietary systems, or data supplied by Licensee are owned by Licensee at all times.
Licensor does not claim ownership over supplied IP.
D. No Use in Illegal or Non-Compliant Systems
Deliverables may not be used for:
Fraud
Money laundering
OFAC-restricted activity
Unregistered securities
High-risk financial operations
Licensor is not liable for Licensee’s misuse.
4. License Grant (Post-Payment)
After full payment:
Licensee receives a perpetual, worldwide, non-exclusive license to use, modify, deploy, or distribute final Deliverables.
Licensor retains authorship credit and moral rights unless mutually waived in writing.
Pre-payment → No license granted.
Post-payment → Full license granted.
5. Scope of Work & Scope Creep Protection
A. Defined Scope
The project scope is defined in the signed proposal, quote, or written communication.
B. Out-of-Scope Work
Any request not explicitly included (additional screens, redesigns, features, flows, smart-contract expansion, content writing, 3rd-party integration, etc.) requires a new estimate and approval before work begins.
C. No Unpaid Revisions
Revisions outside the agreed rounds are billed at the agreed hourly rate or a new fixed-rate quote.
6. Sensitive Data Handling (Credentials, APIs, Smart Contracts)
During the project, Licensee may provide sensitive items such as:
Admin logins
API keys or tokens
Smart contract access
Sandbox accounts
Test cards or PSP credentials
Crypto wallet addresses
Server or DB credentials
Licensor agrees:
To use these only for the project
Never store sensitive credentials permanently
Never share or reuse them
Delete them at project completion
Never store private keys or seed phrases
Encourage clients to rotate credentials after delivery
7. Confidentiality (Mutual NDA)
Both parties agree that:
All work-in-progress
Sensitive data
Business strategies
Technical details
Credentials
Figma links, repos, documentation
Non-public information
are strictly confidential.
Confidentiality survives termination indefinitely.
8. Warranty Window
Licensor provides a 7-day warranty after delivery for:
Minor bugs
Text corrections
Small UX fixes directly tied to promised functionality
Any other adjustments are considered new scope.
9. Indemnification
Licensee agrees to indemnify and hold Licensor harmless from any claims resulting from:
Misuse of deliverables
Misconfigured smart-contracts
User behaviors
Regulatory issues
Payment-system violations
Any business outcomes
Licensor provides professional services, not legal advice or regulatory compliance certification.
10. Work Suspension Due to Unresponsiveness
If Licensee becomes unresponsive for 7+ days, Licensor may:
Pause work
Reschedule deadlines
Reprioritize the project
If Licensee goes dark for 14+ days, project may be archived and subject to a restart fee.
11. Kill Fee (If Client Cancels)
If the Licensee cancels the project:
All completed work must be paid in full
A 25% kill fee is applied
Deposit remains non-refundable
This compensates for lost time and scheduling.
12. Third-Party Tools
Licensor may use tools such as:
Figma
GitHub
Notion
Calendly
Stripe
Vercel
Render
Google Analytics
These have their own independent privacy policies.
13. Independent Contractor Status
Licensor is not an employee and is responsible for their own:
Taxes
Tools
Equipment
Work process
Nothing in this Agreement creates a partnership, joint venture, or employment relationship.
14. Jurisdiction & Governing Law
This Agreement is governed by the laws of:
Delaware, USA (or your preferred state — confirm if you’d like NY or CA instead)
All disputes must be resolved in the courts of that jurisdiction.
15. Entire Agreement
This Agreement supersedes all prior discussions, proposals, or understandings, written or verbal.
16. Acceptance
By engaging with Licensor, paying a deposit, or approving work to begin:
Licensee acknowledges they have read, understood, and agree to all terms in this Agreement.