This Asset Purchase and Independent Contractor Agreement (the "Agreement") is entered into as of [Date], by and between LensDNA Inc., a Delaware corporation (the "Seller") [2], represented by its President, Hans Johannes Schulte (the "Architect") [2], and [Acquiring Company Name], a [State of Incorporation] corporation (the "Buyer").
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
1.1 Asset Purchase: Subject to the terms of this Agreement, Seller hereby sells, assigns, and transfers to Buyer on the Closing Date, and Buyer hereby purchases from Seller, all right, title, and interest in and to the following specific software assets (collectively, the "Transferred Assets") [2]:
1.2 Purchase Price ($250,000 USD): As full consideration for the transfer of the Transferred Assets, the Buyer shall wire $250,000 USD in cleared funds to the Seller’s designated Mercury bank account within three (3) business days of the execution of this Agreement [2].
1.3 Delivery & Handoff: Within twenty-four (24) hours of the cleared receipt of the Purchase Price, Seller shall deliver the Transferred Assets to Buyer via secure GitHub repository transfer or secure archive, including all relevant documentation.
2.1 Engagement: Buyer hereby engages the Architect, Hans Johannes Schulte, as an independent B2B contractor via Seller (LensDNA Inc.) [2] to perform systems integration and software engineering services related to the Transferred Assets (the "Services").
2.2 Retainer (CHF 25,000/Month): As compensation for the Services, Buyer shall pay Seller a flat, monthly B2B consulting retainer of CHF 25,000 [2], invoiced on the first business day of each calendar month. This engagement shall be treated strictly as a business-to-business vendor agreement, with no payroll tax, pension, or benefit obligations accruing to the Buyer [2].
2.3 Term & Termination: The initial term of this engagement shall be twelve (12) months. Either party may terminate the engagement for convenience at any time upon thirty (30) days’ written notice.
2.4 Option Grant: Buyer shall grant the Architect standard, vesting non-qualified stock options equivalent to [0.25% to 0.50%] of the Buyer’s fully diluted common stock, subject to a standard three (3) year vesting schedule with a one (1) year cliff, issued out of the Buyer’s pre-approved option pool.
3.1 Ownership of IP: Seller represents and warrants that it holds sole, exclusive, and unencumbered title to the Transferred Assets, free and clear of any liens, and has full legal authority to execute this Agreement under standard Delaware corporate law [2].
3.2 No Exclusivity on Future IP: The parties agree that this Agreement does not grant Buyer any rights to future, unlisted software, patents, or operating systems developed by Seller (including the not Hans Cognitive OS core kernels) [2]. Seller retains full, sovereign ownership of its corporate entity and future R&D [2].
4.1 Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of law principles [2]. Any legal action arising hereunder shall be brought exclusively in the courts of Delaware [2].
4.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior discussions, negotiations, or drafts.