# IP Assignment Outline — PhantomInfra

**Status:** Diligence template (non-binding)  
**Seller / Assignor:** theworker02 (copyright holder)  
**Asset:** PhantomInfra proprietary software and related IP

## 1. What would be assigned

| Category | Includes |
|----------|----------|
| Copyright | First-party source in this monorepo (`packages/*`, `apps/*`, `docs/` authored works, `brand/` assets) |
| Trade secrets | Speculative COW design details, predictor mesh wiring, unpublished roadmaps, private configs |
| Trademarks | “PhantomInfra” name and wordmark (common-law; formal registration optional / to be filed or assigned) |
| Domain / demo | Transfer assistance for live Worker account bindings and related deployment configs (as available) |
| Documentation | Whitepaper, acquisition pack, OpenAPI, security model |
| Goodwill | Product identity associated with the PhantomInfra mark |

## 2. What is not automatically included

- Third-party open-source dependencies (pass-through licenses — see [NOTICE](../NOTICE))
- Buyer’s own cloud accounts unless separately transferred
- Personal accounts unrelated to PhantomInfra
- Any patent claims not owned by Assignor (see [PATENT-NOTICE.md](./PATENT-NOTICE.md))

## 3. Representations (indicative)

Assignor would typically represent that:

1. Assignor is the sole author / owner of first-party code (or has authority to assign);
2. First-party code is proprietary and not knowingly encumbered by copyleft obligations;
3. No exclusive license to a third party is outstanding at signing (or is disclosed);
4. Live demo and repo correspond to the deliverable set.

Buyer would typically represent authority to purchase and confidentiality compliance.

## 4. Deliverables at closing

- Signed IP assignment + bill of sale  
- Repository transfer or exclusive archive handoff  
- Credential / Worker migration plan  
- Source tree tagged (e.g. `v1.4.x-closing`)  
- Updated LICENSE reflecting buyer ownership (buyer’s choice)  
- Optional: transition services (30–90 days)

## 5. Employees / contractors

If any contractors contributed, Assignor provides evidence of work-for-hire / assignment agreements or schedules exceptions.

## 6. Related documents

- [ACQUISITION.md](./ACQUISITION.md) — strategic brief  
- [TERM-SHEET-OUTLINE.md](./TERM-SHEET-OUTLINE.md) — economics framework  
- [DATA-ROOM.md](./DATA-ROOM.md) — diligence index  
- [IP.md](./IP.md) — inventory  
- [LICENSE-COMMERCIAL.md](./LICENSE-COMMERCIAL.md) — if license instead of buy  

## 7. Contact

[@theworker02](https://github.com/theworker02)

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*Outline only. Closing documents require counsel on both sides.*