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IP-NFT legal structure
The IP-NFT combines two legal contracts with a smart contract.
This hybrid legal-smart contract structure enables on-chain registration and management of IP and R&D data rights. The two legal contracts are the Research Agreement (Sponsored Research Agreement or a similar type of contract such as a Joint Development Agreement) and an Assignment Agreement. The Assignment Agreement assigns the Research Agreement to the owner of a Non-Fungible Token (NFT). The NFT becomes an IP-NFT.
The Research Agreement (SRA, JDA, etc.) is entered into between the researcher and the sponsor, or funder, of the research, giving IP and R&D data rights to the sponsor in exchange for research funding.
The Research Agreement sets out the terms and conditions under which the sponsor will fund research activities and outlines the scope of work to be conducted, the deliverables to be produced, the timeline for completion, and the budget for the project.
The purpose of a Research Agreement is to establish a formal relationship between the sponsor and the researcher to ensure that the research is conducted in accordance with the sponsor's requirements and expectations. It includes provisions for confidentiality, intellectual property rights, data ownership, and publication of results. It may also specify the terms of any licenses or patents that may result from the research.
In addition to specifying the research activities to be undertaken, a Research Agreement may provide for the sponsorship of related activities such as conferences, seminars, and workshops. A Research Agreement is a key tool for establishing a mutually beneficial relationship between a sponsor and a researcher to facilitate the advancement of scientific knowledge and promote innovation. Templates of SRAs (and JDAs, etc.) are available in the Molecule Github.
The Assignment Agreement assigns the Research Agreement to the owner of the NFT.
By assigning the Research Agreement to the owner of the NFT, the Assignment Agreement serves as the bridge between legal contract and smart contract. By attaching the IP and R&D data rights to the IP-NFT, the Assignment Agreement brings those rights on-chain.
The following clause in the Assignment Agreement allows for the rights attached to the IP-NFT to travel with the IP-NFT when the IP-NFT is transferred to a new holder:
The rights, obligations, title and interest in and to the Agreement shall be encumbered to, and travel with, [[IP-NFT ID]] such that any entity, including any subsequent assignee, in lawful possession of [[IP-NFT ID]] shall be deemed the owner of the rights, obligations, title and interest in and to the [[Sponsored Research Agreement]].